false000112494100011249412024-05-152024-05-15

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 15, 2024
BEACON ROOFING SUPPLY, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware000-5092436-4173371
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
505 Huntmar Park Drive, Suite 300, Herndon, VA 20170
(Address of Principal Executive Offices) (Zip Code)
(571) 323-3939
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.01 par valueBECNNASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
On May 15, 2024, the stockholders of Beacon Roofing Supply, Inc. (the “Company”) approved the Beacon Roofing Supply, Inc. 2024 Stock Plan (the “Plan”). The Board of Directors of the Company approved the Plan on April 1, 2024, subject to approval by the stockholders. The Plan succeeds the Company’s Second Amended and Restated 2014 Stock Plan (the “Prior Plan”) and is the only plan of the Company pursuant to which stock-based awards are currently granted.
The Plan provides for discretionary awards of stock options, stock, stock units and stock appreciation rights (“SARs”) to selected employees and non-employee directors.
The material terms of the Plan are as follows: The Plan is administered by the compensation committee of the Board of Directors (the “Committee”). The number of shares of common stock that may be issued under the Plan is 6,200,000. Stock options and SARs granted under the Plan, or granted under the Prior Plan after March 6, 2024, will reduce the number of available shares by one share for every share subject to the stock option or SAR, and stock awards and stock unit awards granted under the Plan, or granted under the Prior Plan after March 6, 2024, will reduce the number of available shares by 2.25 shares for every one share delivered. If (i) there is a lapse, forfeiture, expiration, termination or cancellation of any award for any reason under the Plan, or under the Prior Plan after March 6, 2024, or (ii) shares subject to a stock award or a stock unit award under the Plan, or under the Prior Plan after March 6, 2024, are delivered or withheld as payment of any withholding taxes, then in each case such shares will again be available for issuance under the Plan, to be added back in the same multiple as described in the preceding sentence. Any shares delivered or withheld as payment for the exercise price of a stock option under the Plan, or the exercise price of a stock option exercised under the Prior Plan after March 6, 2024, or of any withholding taxes with respect to such stock options or SARs, will not be available for issuance pursuant to subsequent awards. Shares issuable under the Plan may be authorized but unissued shares or treasury shares. The Committee can grant awards under the Plan until May 15, 2034. The Committee can provide that any award granted under the Plan will be subject to the attainment of performance goals.
A more detailed summary of the terms of the Plan appears on pages 26 to 32 of the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 3, 2024 (the “2024 Proxy Statement”).
A copy of the Plan was included as Annex A to the 2024 Proxy Statement and is incorporated by reference as Exhibit 10.1 hereto. The Committee has adopted forms of award agreements under the Plan for non-employee directors and employees which are filed as Exhibits 10.2 to 10.8 hereto.

Item 5.07Submission of Matters to a Vote of Security Holders
(a) 2024 Annual Meeting of Stockholders

On May 15, 2024, the Company held its Annual Meeting of Stockholders, at which the Company’s stockholders considered four (4) proposals, each of which is described in more detail in the 2024 Proxy Statement.

(b) Voting Results

Proposal No. 1 – Stockholders elected ten directors to hold office until the 2025 Annual Meeting of Stockholders or until their successors are elected and qualified. The final votes with respect to each director nominee were:
ForWithheldBroker Non-Votes
Stuart A. Randle53,881,343 792,537 2,788,930 
Julian G. Francis54,404,468 277,710 2,780,632 
Major General (Ret.) Barbara G. Fast53,913,734 768,444 2,780,632 
Alan Gershenhorn53,636,502 1,045,676 2,780,632 
Melanie M. Hart54,336,495 345,683 2,780,632 
Racquel H. Mason53,928,807 753,371 2,780,632 
Robert M. McLaughlin54,319,218 362,960 2,780,632 
Earl Newsome, Jr.53,848,083 834,095 2,780,632 


Neil S. Novich53,384,950 1,278,666 2,799,194 
Douglas L. Young53,623,064 1,059,114 2,780,632 


Proposal No. 2 – Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The final votes were:
For56,425,616 
Against897,276 
Abstain139,918 
Broker Non-Votes— 


Proposal No. 3 – Stockholders approved the compensation for the Company’s named executive officers as presented in the 2024 Proxy Statement on a non-binding, advisory basis. The final votes were:
For48,745,484 
Against5,819,066 
Abstain117,628 
Broker Non-Votes2,780,632 


Proposal No. 4 – Stockholders approved the Company's 2024 Stock Plan. The final votes were:
For49,650,030 
Against4,927,477 
Abstain104,671 
Broker Non-Votes2,780,632 
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  

BEACON ROOFING SUPPLY, INC.
  

  
  
Date: May 15, 2024

By:/s/ PRITHVI S. GANDHI
 

  
Prithvi S. Gandhi
  

  
Executive Vice President and Chief Financial Officer


Item 9.01    Financial Statements and Exhibits
(d)Exhibits
Exhibit Index
Exhibit
Number

Description
10.1

10.2
10.3
10.4
10.5
10.6
10.7
10.8
104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

EXHIBIT 10.2
BEACON ROOFING SUPPLY, INC.
2024 STOCK PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
(Settlement at Retirement)

Grant Information:

Name:
Grant Date:
Amount (# Granted):

Vesting Schedule:

Vest Date1
Vest Quantity

1 In the event the Grantee’s term as a Director ends prior to the Vesting Date as the result of not standing for re-election at an annual meeting of stockholders, the Vesting Date shall be deemed to be the date of such annual meeting.

A Restricted Stock Unit (RSU) Award (the “Award”) granted by Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), to the non-employee Director named above (the “Grantee”), relating to the common stock, par value $.01 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. 2024 Stock Plan (“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 no later than 30 days from the date the Agreement was delivered, provided however, if the Grantee shall fail to accept this Award by the due date, the Grantee’s Award shall be deemed accepted by the Grantee unless the Grantee has notified the Company in writing prior to the due date that he or she declines to accept the Award.
2.Grant of RSUs
The Company hereby grants to the Grantee the Award of RSUs, as set forth above. An RSU is the right, subject to the terms and conditions of the Plan and this Agreement, to receive a distribution of a share of Common Stock for each RSU as described in Section 6 of this Agreement.
3.RSU Account
The Company shall maintain an account (“RSU Account”) on its books in the name of the Grantee which shall reflect the number of RSUs awarded to the Grantee and any dividend equivalents paid to the Grantee as described in Section 4.
4.Dividend Equivalents


Upon the payment of any dividends on Common Stock occurring during the period preceding the date the RSUs are settled in Common Stock and distributed to the Grantee as described in Section 6, the Company shall credit the Grantee’s RSU Account with an amount equal in value to the dividends that the Grantee would have received had the Grantee been the actual owner of the number of shares of Common Stock represented by the RSUs in the Grantee’s RSU Account on that date. Such amounts shall be paid to the Grantee in cash at the time and to the extent the RSUs are distributed to the Grantee. Any dividend equivalents relating to RSUs that are forfeited shall also be forfeited.
5.Vesting
(a)Except as described in (b) and (c) below, the Grantee shall become vested in this Award as set forth above if the Grantee remains in continuous service on the Board until such date.
(b)If the Grantee’s service on the Board terminates prior to the Vesting Date due to death or disability, the Award shall become fully vested on such date. 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.
(c)The Award shall be forfeited to the Company upon the Grantee’s termination of service on the Board for any reason other than the Grantee’s death or disability (as described above) that occurs prior to the Vesting Date.
6.Settlement of RSUs
No later than 10 business days following the date of the Grantee’s termination of service on the Board, the Company shall distribute to the Grantee or the Grantee’s personal representative, beneficiary or estate, as applicable, (a) a number of shares of Common Stock equal to the number of vested RSUs subject to the Award and held in the Grantee’s RSU Account, and (b) a cash payment equal to the dividend equivalents credited to the Grantee’s RSU Account attributable to such vested RSUs.
7.Change in Control
Notwithstanding the foregoing provisions of the Agreement, upon a Change in Control of the Company, (a) the Grantee shall become vested in any then unvested Award and (b) the Company shall immediately distribute to the RSU Account to the Grantee as described in Section 6; provided, however, that if the Change in Control does not constitute a “change in control” as described in Treas. Reg. §1.409A-3(i)(5), then distribution of the RSU Account shall be deferred until the date of the Grantee’s termination of service on the Board.

8.Rights as Stockholder

The Grantee shall not be entitled to any of the rights of a stockholder of the Company with respect to the Award, including the right to vote and to receive dividends and other distributions, until and to the extent the Award is settled in shares of Common Stock.

9.Award Not Transferable
    - 2 -    

The Award may not be transferred other than by will or the applicable laws of descent or distribution or pursuant to a qualified domestic relations order. The Award shall not otherwise be assigned, transferred, or pledged for any purpose whatsoever and is not subject, in whole or in part, to attachment, execution or levy of any kind. Any attempted assignment, transfer, pledge, or encumbrance of the Award, other than in accordance with its terms, shall be void and of no effect.
10.Share Delivery
Delivery of shares pursuant to Section 6 will be by book-entry credit to an account in the Grantee’s name established by the Company with the Company’s transfer agent; provided that the Company shall, upon written request from the Grantee (or the Grantee’s estate or personal representative, as the case may be), issue certificates in the name of the Grantee (or the Grantee’s estate or personal representative) representing such shares.
11.Administration
The Award shall be administered in accordance with such regulations as the Committee shall from time to time adopt.
12.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.
By accepting this agreement, the Grantee agrees to be bound by the terms hereof.

BEACON ROOFING SUPPLY, INC.
    - 3 -    
EXHIBIT 10.3
BEACON ROOFING SUPPLY, INC.
2024 STOCK PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
(Settlement at Vest)

Grant Information:

Name:
Grant Date:
Amount (# Granted):

Vesting Schedule:

Vest Date1
Vest Quantity
 

1 In the event the Grantee’s term as a Director ends prior to the Vesting Date as the result of not standing for re-election at an annual meeting of stockholders, the Vesting Date shall be deemed to be the date of such annual meeting.

A Restricted Stock Unit (RSU) Award (the “Award”) granted by Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), to the non-employee Director named above (the “Grantee”), relating to the common stock, par value $.01 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. 2024 Stock Plan (“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 no later than 30 days from the date the Agreement was delivered, provided however, if the Grantee shall fail to accept this Award by the due date, the Grantee’s Award shall be deemed accepted by the Grantee unless the Grantee has notified the Company in writing prior to the due date that he or she declines to accept the Award.
2.Grant of RSUs
The Company hereby grants to the Grantee the Award of RSUs, as set forth above. An RSU is the right, subject to the terms and conditions of the Plan and this Agreement, to receive a distribution of a share of Common Stock for each RSU as described in Section 6 of this Agreement.
3.RSU Account
The Company shall maintain an account (“RSU Account”) on its books in the name of the Grantee which shall reflect the number of RSUs awarded to the Grantee and any dividend equivalents paid to the Grantee as described in Section 4.
4.Dividend Equivalents


Upon the payment of any dividends on Common Stock occurring during the period preceding the date the RSUs are settled in Common Stock and distributed to the Grantee as described in Section 6, the Company shall credit the Grantee’s RSU Account with an amount equal in value to the dividends that the Grantee would have received had the Grantee been the actual owner of the number of shares of Common Stock represented by the RSUs in the Grantee’s RSU Account on that date. Such amounts shall be paid to the Grantee in cash at the time and to the extent the RSUs are distributed to the Grantee. Any dividend equivalents relating to RSUs that are forfeited shall also be forfeited.
5.Vesting
(a)Except as described in (b) and (c) below, the Grantee shall become vested in this Award as set forth above if the Grantee remains in continuous service on the Board until such date.
(b)If the Grantee’s service on the Board terminates prior to the Vesting Date due to death or disability, the Award shall become fully vested on such date. 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.
(c)The Award shall be forfeited to the Company upon the Grantee’s termination of service on the Board for any reason other than the Grantee’s death or disability (as described above) that occurs prior to the Vesting Date.
6.Settlement of RSUs
No later than 10 business days following the Vesting Date of this Grant, the Company shall distribute to the Grantee or the Grantee’s personal representative, beneficiary or estate, as applicable, (a) a number of shares of Common Stock equal to the number of vested RSUs subject to the Award and held in the Grantee’s RSU Account, and (b) a cash payment equal to the dividend equivalents credited to the Grantee’s RSU Account attributable to such vested RSUs.
7.Change in Control
Notwithstanding the foregoing provisions of the Agreement, upon a Change in Control of the Company, (a) the Grantee shall become vested in any then unvested Award and (b) the Company shall immediately distribute to the RSU Account to the Grantee as described in Section 6; provided, however, that if the Change in Control does not constitute a “change in control” as described in Treas. Reg. §1.409A-3(i)(5), then distribution of the RSU Account shall be deferred until the date of the Grantee’s termination of service on the Board.

8.Rights as Stockholder

The Grantee shall not be entitled to any of the rights of a stockholder of the Company with respect to the Award, including the right to vote and to receive dividends and other distributions, until and to the extent the Award is settled in shares of Common Stock.

9.Award Not Transferable
    - 2 -    

The Award may not be transferred other than by will or the applicable laws of descent or distribution or pursuant to a qualified domestic relations order. The Award shall not otherwise be assigned, transferred, or pledged for any purpose whatsoever and is not subject, in whole or in part, to attachment, execution or levy of any kind. Any attempted assignment, transfer, pledge, or encumbrance of the Award, other than in accordance with its terms, shall be void and of no effect.
10.Share Delivery
Delivery of shares pursuant to Section 6 will be by book-entry credit to an account in the Grantee’s name established by the Company with the Company’s transfer agent; provided that the Company shall, upon written request from the Grantee (or the Grantee’s estate or personal representative, as the case may be), issue certificates in the name of the Grantee (or the Grantee’s estate or personal representative) representing such shares.
11.Administration
The Award shall be administered in accordance with such regulations as the Committee shall from time to time adopt.
12.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.
By accepting this agreement, the Grantee agrees to be bound by the terms hereof.

BEACON ROOFING SUPPLY, INC.
    - 3 -    
EXHIBIT 10.4
BEACON ROOFING SUPPLY, INC.
2024 STOCK PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
(Performance-based Vesting)
Grant Information:
Name:
Grant Date:
Target Amount:
Vesting Date1:
           , 20__
1 Actual vesting subject to additional provisions found in Sections 5, 6 and 10 of this agreement

A Restricted Stock Unit (RSU) Award (the “Award”) granted by Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), to the employee named above (the “Grantee”), relating to the common stock, par value $.01 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. 2024 Stock Plan (“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 no later than 30 days from the date the Agreement was delivered, provided however, if the Grantee shall fail to accept this Award by the due date, the Grantee’s Award shall be deemed accepted by the Grantee unless the Grantee has notified the Company in writing prior to the due date that he or she declines to accept the Award.
2.Grant of RSUs
The Company hereby grants to the Grantee the Award of RSUs, as set forth above. An RSU is the right, subject to the terms and conditions of the Plan and this Agreement, to receive a distribution of a share of Common Stock for each RSU as described in Section 7 of this Agreement. The Award shall vest in accordance with Sections 5 and 10 of this Agreement and the vested award shall be adjusted in accordance with Section 6 of this Agreement.
3.RSU Account
The Company shall maintain an account (“RSU Account”) on its books in the name of the Grantee which shall reflect the number of RSUs awarded to the Grantee and any dividend equivalents paid to the Grantee as described in Section 4.
4.Dividend Equivalents
Upon the payment of any dividends on Common Stock occurring during the period preceding the date the RSUs are settled in Common Stock and distributed to the Grantee as described in Section 7, the Company shall credit the Grantee’s RSU Account with an amount equal in value to the dividends that the Grantee would have received had the Grantee been the actual owner of the number of shares of Common Stock represented by the RSUs in the Grantee’s RSU Account on that date. Such amounts shall be paid to the Grantee in cash at the time and to the extent the RSUs are distributed to the Grantee. Any dividend equivalents relating to RSUs that are forfeited shall also be forfeited.
1


5.Vesting
(a)Except as described in (b), (c) and (d) below, the Grantee shall become vested in the Award on the third (3rd) anniversary of the date of grant as set forth above (the “Vesting Date”) if the Grantee remains in continuous employment with the Company or its affiliates until such date.
(b)If the Grantee’s employment with the Company and its affiliates terminates prior to the Vesting Date due to death or disability, the Award shall become vested on the date of such termination of employment. 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.
(c)If the Grantee’s employment with the Company and its affiliates terminates prior to the Vesting Date due to the Grantee’s retirement, a pro-rata portion of the Award shall become vested on the Vesting Date (in which case such portion shall be adjusted as described in Section 6), or if earlier, the date of the Grantee’s death (in which case such portion shall not be adjusted as described in Section 6), and the remainder of the Award shall be forfeited to the Company upon the Grantee’s retirement. The pro-rata portion of the Award that vests shall be determined by multiplying the number of RSUs subject to the Award by a fraction, the numerator of which is the number of days the Grantee was employed by the Company or an affiliate during the three-year performance period described in Section 6 below, and the denominator of which is the number of days in such performance period, rounded to the nearest number of whole shares. For this purpose, (i) “retirement” means termination of the Grantee’s employment for any reason other than Cause on or after the Grantee’s attainment of age sixty (60) and five (5) years of service, (ii) “Cause” means: (A) conviction of a felony connected with the Grantee’s employment with the Company or its subsidiaries, (B) misappropriation or theft of property of the Company or its subsidiaries, (C) gross negligence or willful misconduct in the performance of the Grantee's duties, (D) any act of fraud against the Company or its subsidiaries, and (E) any unauthorized dissemination of confidential information or trade or business secrets of the Company or its subsidiaries and (iii) “years of service” means years of continuous employment with the Company or its affiliates, provided that (A) a break in employment of less than twelve (12) months will be counted as continued employment and a break in employment of twelve (12) or more months will result in the exclusion of the pre-break employment and (B) employment will include any service as a non-employee director on the Board.
(d)The Award shall be forfeited to the Company upon the Grantee’s termination of employment with the Company and its affiliates for any reason other than the Grantee’s death, disability or retirement (as described above) that occurs prior to the Vesting Date.
The foregoing provisions of this Section 5 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 supersede any inconsistent or contrary provision of this Section 5, to the extent the terms of such agreement would provide for greater vesting. The provisions of this Agreement shall continue to apply to the extent not covered by such employment security agreement or severance agreement.
6.Adjustment of RSUs
2
    

The number of RSUs subject to the Award shall be adjusted by the Committee following the end of the three-year period that begins on January 1, 20__ and ends on December 31, 20__ based on the level of performance goal achievement as described in Exhibit A to this Agreement. Any Award that vests in accordance with Section 5(b) prior to the Vesting Date shall not be adjusted pursuant to this Section 6.
7.Settlement of RSUs
If a Grantee becomes vested in this Award in accordance with Section 5, the Company shall distribute to Grantee, or the Grantee’s personal representative, beneficiary or estate, as applicable, a number of shares of Common Stock equal to the number of vested RSUs subject to the Award, as adjusted in accordance with Section 6, if applicable, plus any related dividend equivalents as described in Section 4. Such shares and dividend equivalents shall be delivered within 30 days following the date of vesting.
8.Forfeiture of Award
Except as described in Section 5 and Section 10, a Grantee’s Award shall be forfeited to the Company if the Grantee does not remain in continuous employment with the Company or its affiliates until the Vesting Date.
9.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 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.
10.Change in Control
(a)In the event of a Change in Control, as defined in the Plan, unless the Award is continued or assumed by a public company in an equitable manner, the RSU shall become fully vested immediately prior to the Change in Control as if the performance criteria set forth in Exhibit A had been met at 100 percent. The Award shall settle in accordance with Section 7.
(b)If the Award is continued or assumed by a public company in an equitable manner, then the performance criteria set forth in Exhibit A shall be deemed to have been satisfied (i) at the actual payout percentage with respect to any portion of the Award relating to a performance period within the three year period set forth in Section 6 then complete at the time of the Change in Control and (ii) at 100 percent for the remaining and not complete performance periods of the Award, and the vesting of the Award shall be contingent only upon the Grantee’s employment through the end of the three year period set forth in Section 6 unless there is a Qualifying Termination within one-year following the Change in Control. If a Qualifying Termination occurs within one-year following the Change in Control, the Award, as adjusted in accordance with the immediately preceding sentence, shall become fully vested immediately and be settled in accordance with Section 7.
3


For purposes of this Section 10: (1) “Qualifying Termination” means the termination of a Grantee’s employment (a) by the employer for any reason other than Cause; or (b) by a Grantee who was an officer of the Company immediately prior to the Change in Control for Good Reason; (2) “Cause” means (unless otherwise expressly provided in the Grantee’s employment security agreement): the termination of the Grantee’s employment following the occurrence of any one or more of the following: (a) the Grantee’s conviction of, or plea of guilty or nolo contendere to, a felony; (b) the Grantee’s willful and continual failure to substantially perform the Grantee’s duties after written notification; (c) the Grantee’s willful engagement in conduct that is materially injurious to the employer, monetarily or otherwise; (d) the Grantee’s commission of an act of gross misconduct in connection with the performance of the Grantee’s duties; or (e) the Grantee’s material breach of any employment, confidentiality, or other similar agreement with the employer that, if capable of cure, remains uncured 10 days after written notice thereof; and (3) “Good Reason” means, without the Grantee’s consent, (a) a material reduction in the position, duties, or responsibilities of the Grantee from those in effect immediately prior to such change; (b) a reduction in the Grantee’s base salary; (c) a relocation of the Grantee’s primary work location to a distance of more than 50 miles from its location as of immediately prior to such change; or (d) a material breach by the Grantee’s employer of any employment agreement between such employer and the Grantee provided, however, in all cases, a Grantee must give the Company written notice of the circumstances giving rise to the Good Reason event and thirty (30) days to cure such circumstance.
11.Rights as Stockholder
The Grantee shall not be entitled to any of the rights of a stockholder of the Company with respect to the Award, including the right to vote and to receive dividends and other distributions, until and to the extent the Award is settled in shares of Common Stock.
12.Award Not Transferable
The Award may not be transferred other than by will or the applicable laws of descent or distribution or pursuant to a qualified domestic relations order. The Award shall not otherwise be assigned, transferred, or pledged for any purpose whatsoever and is not subject, in whole or in part, to attachment, execution or levy of any kind. Any attempted assignment, transfer, pledge, or encumbrance of the Award, other than in accordance with its terms, shall be void and of no effect.
13.Share Delivery
Delivery of shares pursuant to Section 7 will be by book-entry credit to an account in the Grantee’s name established by the Company with the Company’s transfer agent; provided that the Company shall, upon written request from the Grantee (or the Grantee’s estate or personal representative, as the case may be), issue certificates in the name of the Grantee (or the Grantee’s estate or personal representative) representing such shares.
14.Recoupment
The Grantee acknowledges and agrees that the Award shall be subject to the Company’s Incentive Compensation Recoupment Policy as in effect from time to time.
15.Administration
The Award shall be administered in accordance with such regulations as the Committee shall from time to time adopt.
16.Plan Terms Govern
4
    

This Agreement shall be construed consistent with the provisions of the Plan, and in the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control and any terms of this Agreement which conflict with Plan terms shall be void.
17.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.
By accepting this agreement, the Grantee agrees to be bound by the terms hereof.
BEACON ROOFING SUPPLY, INC.
5

EXHIBIT A
Performance Criterion Applicable to FY 20__ RSU (Performance-based Vesting) Awards


EXHIBIT 10.5
BEACON ROOFING SUPPLY, INC.
2024 STOCK PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
(Performance-based Vesting)
(Optional Deferred Settlement)
Grant Information:
Name:
Grant Date:
Target Amount:
Vesting Date1:
           , 20__
1 Actual vesting subject to additional provisions found in Sections 5, 6 and 10 of this agreement

A Restricted Stock Unit (RSU) Award (the “Award”) granted by Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), to the employee named above (the “Grantee”), relating to the common stock, par value $.01 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. 2024 Stock Plan (“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 no later than 30 days from the date the Agreement was delivered, provided however, if the Grantee shall fail to accept this Award by the due date, the Grantee’s Award shall be deemed accepted by the Grantee unless the Grantee has notified the Company in writing prior to the due date that he or she declines to accept the Award.
2.Grant of RSUs
The Company hereby grants to the Grantee the Award of RSUs, as set forth above. An RSU is the right, subject to the terms and conditions of the Plan and this Agreement, to receive a distribution of a share of Common Stock for each RSU as described in Section 7 or Section 11 of this Agreement. The Award shall vest in accordance with Sections 5 and 10 of this Agreement and the vested award shall be adjusted in accordance with Section 6 of this Agreement.
3.RSU Account
The Company shall maintain an account (“RSU Account”) on its books in the name of the Grantee which shall reflect the number of RSUs awarded to the Grantee and any dividend equivalents paid to the Grantee as described in Section 4.
4.Dividend Equivalents
Upon the payment of any dividends on Common Stock occurring during the period preceding the date the RSUs are settled in Common Stock and distributed to the Grantee as described in Section 7 or Section 11, the Company shall credit the Grantee’s RSU Account with an amount equal in value to the dividends that the Grantee would have received had the Grantee been the actual owner of the number of shares of Common Stock represented by the RSUs in the Grantee’s RSU Account on that date. Such amounts shall be paid to the Grantee in cash at the
1


time and to the extent the RSUs are distributed to the Grantee. Any dividend equivalents relating to RSUs that are forfeited shall also be forfeited.
5.Vesting
(a)Except as described in (b), (c) and (d) below, the Grantee shall become vested in the Award on the third (3rd) anniversary of the date of grant as set forth above (the “Vesting Date”) if the Grantee remains in continuous employment with the Company or its affiliates until such date.
(b)If the Grantee’s employment with the Company and its affiliates terminates prior to the Vesting Date due to death or disability, the Award shall become vested on the date of such termination of employment. 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.
(c)If the Grantee’s employment with the Company and its affiliates terminates prior to the Vesting Date due to the Grantee’s retirement, a pro-rata portion of the Award shall become vested on the Vesting Date (in which case such portion shall be adjusted as described in Section 6), or if earlier, the date of the Grantee’s death (in which case such portion shall not be adjusted as described in Section 6), and the remainder of the Award shall be forfeited to the Company upon the Grantee’s retirement. The pro-rata portion of the Award that vests shall be determined by multiplying the number of RSUs subject to the Award by a fraction, the numerator of which is the number of days the Grantee was employed by the Company or an affiliate during the three-year performance period described in Section 6 below, and the denominator of which is the number of days in such performance period, rounded to the nearest number of whole shares. For this purpose, (i) “retirement” means termination of the Grantee’s employment for any reason other than Cause on or after the Grantee’s attainment of age sixty (60) and five (5) years of service, (ii) “Cause” means: (A) conviction of a felony connected with the Grantee’s employment with the Company or its subsidiaries, (B) misappropriation or theft of property of the Company or its subsidiaries, (C) gross negligence or willful misconduct in the performance of the Grantee's duties, (D) any act of fraud against the Company or its subsidiaries, and (E) any unauthorized dissemination of confidential information or trade or business secrets of the Company or its subsidiaries and (iii) “years of service” means years of continuous employment with the Company or its affiliates, provided that (A) a break in employment of less than twelve (12) months will be counted as continued employment and a break in employment of twelve (12) or more months will result in the exclusion of the pre-break employment and (B) employment will include any service as a non-employee director on the Board.
(d)The Award shall be forfeited to the Company upon the Grantee’s termination of employment with the Company and its affiliates for any reason other than the Grantee’s death, disability or retirement (as described above) that occurs prior to the Vesting Date.
The foregoing provisions of this Section 5 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 supersede any inconsistent or contrary provision of this Section 5, to the extent the terms of such agreement would provide for greater vesting. The
2
    

provisions of this Agreement shall continue to apply to the extent not covered by such employment security agreement or severance agreement.
6.Adjustment of RSUs
The number of RSUs subject to the Award shall be adjusted by the Committee following the end of the three-year period that begins on January 1, 20__ and ends on December 31, 20__ based on the level of performance goal achievement as described in Exhibit A to this Agreement. Any Award that vests in accordance with Section 5(b) prior to the Vesting Date shall not be adjusted pursuant to this Section 6.
7.Settlement of RSUs
If a Grantee becomes vested in this Award in accordance with Section 5, the Company shall distribute to Grantee, or the Grantee’s personal representative, beneficiary or estate, as applicable, a number of shares of Common Stock equal to the number of vested RSUs subject to the Award, as adjusted in accordance with Section 6, if applicable, plus any related dividend equivalents as described in Section 4. Except as provided in Section 11, such shares and dividend equivalents shall be delivered within thirty (30) days following the date of vesting.
8.Forfeiture of Award
Except as described in Section 5 and Section 10, a Grantee’s Award shall be forfeited to the Company if the Grantee does not remain in continuous employment with the Company or its affiliates until the Vesting Date.
9.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 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.
10.Change in Control
(a)In the event of a Change in Control, as defined in the Plan, unless the Award is continued or assumed by a public company in an equitable manner, the RSU shall become fully vested immediately prior to the Change in Control as if the performance criteria set forth in Exhibit A had been met at 100 percent. The Award shall settle in accordance with Section 7 or if applicable, Section 11.
(b)If the Award is continued or assumed by a public company in an equitable manner, then the performance criteria set forth in Exhibit A shall be deemed to have been satisfied (i) at the actual payout percentage with respect to any portion of the Award relating to a performance period within the three year period set forth in Section 6 then complete at the time of the Change in Control and (ii) at 100 percent for the remaining and not complete performance periods of the Award, and the vesting of the Award shall be contingent only upon the Grantee’s employment through the end of the three year period
3


set forth in Section 6 unless there is a Qualifying Termination within one-year following the Change in Control. If a Qualifying Termination occurs within one-year following the Change in Control, the Award, as adjusted in accordance with the immediately preceding sentence, shall become fully vested immediately and be settled in accordance with Section 7 or if applicable, Section 11.
For purposes of this Section 10: (1) “Qualifying Termination” means the termination of a Grantee’s employment (a) by the employer for any reason other than Cause; or (b) by a Grantee who was an officer of the Company immediately prior to the Change in Control for Good Reason; (2) “Cause” means (unless otherwise expressly provided in the Grantee’s employment security agreement): the termination of the Grantee’s employment following the occurrence of any one or more of the following: (a) the Grantee’s conviction of, or plea of guilty or nolo contendere to, a felony; (b) the Grantee’s willful and continual failure to substantially perform the Grantee’s duties after written notification; (c) the Grantee’s willful engagement in conduct that is materially injurious to the employer, monetarily or otherwise; (d) the Grantee’s commission of an act of gross misconduct in connection with the performance of the Grantee’s duties; or (e) the Grantee’s material breach of any employment, confidentiality, or other similar agreement with the employer that, if capable of cure, remains uncured 10 days after written notice thereof; and (3) “Good Reason” means, without the Grantee’s consent, (a) a material reduction in the position, duties, or responsibilities of the Grantee from those in effect immediately prior to such change; (b) a reduction in the Grantee’s base salary; (c) a relocation of the Grantee’s primary work location to a distance of more than 50 miles from its location as of immediately prior to such change; or (d) a material breach by the Grantee’s employer of any employment agreement between such employer and the Grantee provided, however, in all cases, a Grantee must give the Company written notice of the circumstances giving rise to the Good Reason event and thirty (30) days to cure such circumstance.
11.Deferral of RSU Settlement
Notwithstanding Section 7, a Grantee may make a timely advance election, prior to the calendar year in which the Award is made and in accordance with Section 409A of the Internal Revenue Code and procedures established by the Committee, to defer settlement of the Grantee’s entire vested Award. In such case, the shares of Common Stock and any related dividend equivalents that would otherwise be paid to the Grantee within thirty (30) days following a Vesting Date shall be paid to the Grantee in accordance with the terms of the Grantee’s deferral election, which shall be (a) within thirty (30) days following the Grantee’s termination of employment with the Company and its affiliates or (b) within thirty (30) days following a date subsequent to the Vesting Date as specified by the Grantee in the Grantee’s election form, or if earlier in either case, within thirty (30) days following the Grantee’s death (in which case payment shall be made to the Grantee’s personal representative, beneficiary or estate, as applicable). Notwithstanding the foregoing sentence, if a Change in Control occurs prior to the date the Grantee’s deferred Award is to be settled and paid, the deferred Award shall be settled and paid to the Grantee within thirty (30) days following the Change in Control.
12.Rights as Stockholder
The Grantee shall not be entitled to any of the rights of a stockholder of the Company with respect to the Award, including the right to vote and to receive dividends and other distributions, until and to the extent the Award is settled in shares of Common Stock.
13.Award Not Transferable
The Award may not be transferred other than by will or the applicable laws of descent or distribution or pursuant to a qualified domestic relations order. The Award shall not otherwise be
4
    

assigned, transferred, or pledged for any purpose whatsoever and is not subject, in whole or in part, to attachment, execution or levy of any kind. Any attempted assignment, transfer, pledge, or encumbrance of the Award, other than in accordance with its terms, shall be void and of no effect.
14.Share Delivery
Delivery of shares pursuant to Section 7 will be by book-entry credit to an account in the Grantee’s name established by the Company with the Company’s transfer agent; provided that the Company shall, upon written request from the Grantee (or the Grantee’s estate or personal representative, as the case may be), issue certificates in the name of the Grantee (or the Grantee’s estate or personal representative) representing such shares.
15.Recoupment
The Grantee acknowledges and agrees that the Award shall be subject to the Company’s Incentive Compensation Recoupment Policy as in effect from time to time.
16.Administration
The Award shall be administered in accordance with such regulations as the Committee shall from time to time adopt.
17.Plan Terms Govern
This Agreement shall be construed consistent with the provisions of the Plan, and in the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control and any terms of this Agreement which conflict with Plan terms shall be void.
18.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.
By accepting this agreement, the Grantee agrees to be bound by the terms hereof.
BEACON ROOFING SUPPLY, INC.
5

EXHIBIT A
Performance Criterion Applicable to FY 20__ RSU (Performance-based Vesting) Awards





EXHIBIT 10.6
BEACON ROOFING SUPPLY, INC.
2024 STOCK PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
(Time-based Vesting)
Grant Information:

Name:
Grant Date:
Amount (# Granted):
Vesting Schedule:
Vest DateVest Quantity
A Restricted Stock Unit (RSU) Award (the “Award”) granted by Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), to the employee named above (the “Grantee”), relating to the common stock, par value $.01 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. 2024 Stock Plan (“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 no later than 30 days from the date the Agreement was delivered, provided however, if the Grantee shall fail to accept this Award by the due date, the Grantee’s Award shall be deemed accepted by the Grantee unless the Grantee has notified the Company in writing prior to the due date that he or she declines to accept the Award.
2.Grant of RSUs
The Company hereby grants to the Grantee the Award of RSUs, as set forth above. An RSU is the right, subject to the terms and conditions of the Plan and this Agreement, to receive a distribution of a share of Common Stock for each RSU as described in Section 6 of this Agreement.
3.RSU Account
The Company shall maintain an account (“RSU Account”) on its books in the name of the Grantee which shall reflect the number of RSUs awarded to the Grantee and any dividend equivalents paid to the Grantee as described in Section 4.
4.Dividend Equivalents
Upon the payment of any dividends on Common Stock occurring during the period preceding the date the RSUs are settled in Common Stock and distributed to the Grantee as described in Section 6, the Company shall credit the Grantee’s RSU Account with an amount equal in value to
    1    


the dividends that the Grantee would have received had the Grantee been the actual owner of the number of shares of Common Stock represented by the RSUs in the Grantee’s RSU Account on that date. Such amounts shall be paid to the Grantee in cash at the time and to the extent the RSUs are distributed to the Grantee. Any dividend equivalents relating to RSUs that are forfeited shall also be forfeited.
5.Vesting
(a)Except as described in (b), (c) and (d) below, the Grantee shall become vested in this Award as set forth above (the “Vesting Date”), if the Grantee remains in continuous employment with the Company or its affiliates until such date.
(b)If the Grantee’s employment with the Company and its affiliates terminates prior to the Vesting Date due to death or disability, the Award shall become vested on the date of such termination of employment. 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 twelve (12) months.
(c)If the Grantee’s employment with the Company and its affiliates terminates prior to the Vesting Date due to retirement, the Award shall continue to vest in accordance with the vesting schedule set forth above, provided that if the Grantee dies after retirement and prior to the Vesting Date, the Award shall become vested on the date of such death. For this purposes (i) “retirement” means termination of the Grantee’s employment for any reason other than Cause on or after the Grantee’s attainment of age sixty (60) and five (5) years of service, (ii) “Cause” means: (A) conviction of a felony connected with the Grantee’s employment with the Company or its subsidiaries, (B) misappropriation or theft of property of the Company or its subsidiaries, (C) gross negligence or willful misconduct in the performance of the Grantee's duties, (D) any act of fraud against the Company or its subsidiaries, and (E) any unauthorized dissemination of confidential information or trade or business secrets of the Company or its subsidiaries, and (iii) “years of service” means years of continuous employment with the Company or its affiliates, provided that (A) a break in employment of less than twelve (12) months will be counted as continued employment and a break in employment of twelve (12) or more months will result in the exclusion of the pre-break employment and (B) employment will include any service as a non-employee director on the Board.
(d)The Award shall be forfeited to the Company upon the Grantee’s termination of employment with the Company and its affiliates for any reason other than the Grantee’s death, disability or retirement (as described above) that occurs prior to the Vesting Date.
The foregoing provisions of this Section 5 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 supersede any inconsistent or contrary provision of this Section 5, to the extent the terms of such agreement would provide for greater vesting. The provisions of this Agreement shall continue to apply to the extent not covered by such employment security agreement or severance agreement.
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6.Settlement of RSUs
If a Grantee becomes vested in this Award in accordance with Section 5, the Company shall distribute to the Grantee, or the Grantee’s personal representative, beneficiary or estate, as applicable, a number of shares of Common Stock equal to the number of vested RSUs subject to the Award, plus any related dividend equivalents as described in Section 4. Such shares and dividend equivalents shall be delivered within thirty (30) days following a Vesting Date.
7.Forfeiture of Award
Except as described in Section 5 and Section 9, the Grantee’s Award shall be forfeited to the Company if the Grantee does not remain in continuous employment with the Company or its affiliates until the Vesting Date.
8.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 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.
9.Change in Control
(a)In the event of a Change in Control, as defined in the Plan, unless the Award is continued or assumed by a public company in an equitable manner, the RSU shall become fully vested immediately prior to the Change in Control as if the time vesting criterion set forth in Section 5(a) had been met. The Award shall settle in accordance with Section 6.
(b)If the Award is continued or assumed by a public company in an equitable manner, then the vesting of the Award shall be contingent only upon the Grantee’s employment through the Vesting Date unless there is a Qualifying Termination within one year following the Change in Control. If a Qualifying Termination occurs within one (1) year following the Change in Control, the Award shall become fully vested immediately and be settled in accordance with Section 6.
(c)For purposes of this Section 9: (1) “Qualifying Termination” means the termination of a Grantee’s employment (a) by the employer for any reason other than Cause; or (b) by a Grantee who was an officer of the Company immediately prior to the Change in Control for Good Reason; (2) “Cause” means (unless otherwise expressly provided in the Grantee’s employment security agreement): the termination of the Grantee’s employment following the occurrence of any one or more of the following: (a) the Grantee’s conviction of, or plea of guilty or nolo contendere to, a felony; (b) the Grantee’s willful and continual failure to substantially perform the Grantee’s duties after written notification; (c) the Grantee’s willful engagement in conduct that is materially injurious to the employer, monetarily or otherwise; (d) the Grantee’s commission of an act of gross misconduct in connection with the performance of the Grantee’s duties; or (e) the Grantee’s material breach of any employment, confidentiality, or other similar agreement with the employer that, if capable of cure, remains uncured 10 days after written notice thereof; and (3)
    3    


“Good Reason” means, without the Grantee’s consent, (a) a material reduction in the position, duties, or responsibilities of the Grantee from those in effect immediately prior to such change; (b) a reduction in the Grantee’s base salary; (c) a relocation of the Grantee’s primary work location to a distance of more than 50 miles from its location as of immediately prior to such change; or (d) a material breach by the Grantee’s employer of any employment agreement between such employer and the Grantee provided, however, in all cases, a Grantee must give the Company written notice of the circumstances giving rise to the Good Reason event and thirty (30) days to cure such circumstance.
10.Rights as Stockholder
The Grantee shall not be entitled to any of the rights of a stockholder of the Company with respect to the Award, including the right to vote and to receive dividends and other distributions, until and to the extent the Award is settled in shares of Common Stock.
11.Award Not Transferable
The Award may not be transferred other than by will or the applicable laws of descent or distribution or pursuant to a qualified domestic relations order. The Award shall not otherwise be assigned, transferred, or pledged for any purpose whatsoever and is not subject, in whole or in part, to attachment, execution or levy of any kind. Any attempted assignment, transfer, pledge, or encumbrance of the Award, other than in accordance with its terms, shall be void and of no effect.
12.Share Delivery
Delivery of shares pursuant to Section 6 will be by book-entry credit to an account in the Grantee’s name established by the Company with the Company’s transfer agent; provided that the Company shall, upon written request from the Grantee (or the Grantee’s estate or personal representative, as the case may be), issue certificates in the name of the Grantee (or the Grantee’s estate or personal representative) representing such shares.
13.Recoupment
The Grantee acknowledges and agrees that the Award shall be subject to the Company’s Incentive Compensation Recoupment Policy as in effect from time to time.
14.Administration
The Award shall be administered in accordance with such regulations as the Committee shall from time to time adopt.
15.Plan Terms Govern
This Agreement shall be construed consistent with the provisions of the Plan, and in the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control and any terms of this Agreement which conflict with Plan terms shall be void.
16.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.
By accepting this agreement, the Grantee agrees to be bound by the terms hereof.

    4    




BEACON ROOFING SUPPLY, INC.


    5    

EXHIBIT 10.7
BEACON ROOFING SUPPLY, INC.
2024 STOCK PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
(Time-based Vesting)
(Optional Deferred Settlement)
Grant Information:

Name:
Grant Date:
Amount (# Granted):
Vesting Schedule:
Vest DateVest Quantity
 
A Restricted Stock Unit (RSU) Award (the “Award”) granted by Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), to the employee named above (the “Grantee”), relating to the common stock, par value $.01 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. 2024 Stock Plan (“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 no later than 30 days from the date the Agreement was delivered, provided however, if the Grantee shall fail to accept this Award by the due date, the Grantee’s Award shall be deemed accepted by the Grantee unless the Grantee has notified the Company in writing prior to the due date that he or she declines to accept the Award.
2.Grant of RSUs
The Company hereby grants to the Grantee the Award of RSUs, as set forth above. An RSU is the right, subject to the terms and conditions of the Plan and this Agreement, to receive a distribution of a share of Common Stock for each RSU as described in Section 6 or Section 10 of this Agreement.
3.RSU Account
The Company shall maintain an account (“RSU Account”) on its books in the name of the Grantee which shall reflect the number of RSUs awarded to the Grantee and any dividend equivalents paid to the Grantee as described in Section 4.
4.Dividend Equivalents
Upon the payment of any dividends on Common Stock occurring during the period preceding the date the RSUs are settled in Common Stock and distributed to the Grantee as described in Section 6 or Section 10, the Company shall credit the Grantee’s RSU Account with an amount equal in value to the dividends that the Grantee would have received had the Grantee been the actual owner of the number of shares of Common Stock represented by the RSUs in the
    1    

Grantee’s RSU Account on that date. Such amounts shall be paid to the Grantee in cash at the time and to the extent the RSUs are distributed to the Grantee. Any dividend equivalents relating to RSUs that are forfeited shall also be forfeited.
5.Vesting
(a)Except as described in (b), (c) and (d) below, the Grantee shall become vested in this Award as set forth above (the “Vesting Date”), if the Grantee remains in continuous employment with the Company or its affiliates until such date.
(b)If the Grantee’s employment with the Company and its affiliates terminates prior to the Vesting Date due to death or disability, the Award shall become vested on the date of such termination of employment. 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 twelve (12) months.
(c)If the Grantee’s employment with the Company and its affiliates terminates prior to the Vesting Date due to retirement, the Award shall continue to vest in accordance with the vesting schedule set forth above, provided that if the Grantee dies after retirement and prior to the Vesting Date, the Award shall become vested on the date of such death. For this purposes (i) “retirement” means termination of the Grantee’s employment for any reason other than Cause on or after the Grantee’s attainment of age sixty (60) and five (5) years of service, (ii) “Cause” means: (A) conviction of a felony connected with the Grantee’s employment with the Company or its subsidiaries, (B) misappropriation or theft of property of the Company or its subsidiaries, (C) gross negligence or willful misconduct in the performance of the Grantee's duties, (D) any act of fraud against the Company or its subsidiaries, and (E) any unauthorized dissemination of confidential information or trade or business secrets of the Company or its subsidiaries, and (iii) “years of service” means years of continuous employment with the Company or its affiliates, provided that (A) a break in employment of less than twelve (12) months will be counted as continued employment and a break in employment of twelve (12) or more months will result in the exclusion of the pre-break employment and (B) employment will include any service as a non-employee director on the Board.
(d)The Award shall be forfeited to the Company upon the Grantee’s termination of employment with the Company and its affiliates for any reason other than the Grantee’s death, disability or retirement (as described above) that occurs prior to the Vesting Date.
The foregoing provisions of this Section 5 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 supersede any inconsistent or contrary provision of this Section 5, to the extent the terms of such agreement would provide for greater vesting. The provisions of this Agreement shall continue to apply to the extent not covered by such employment security agreement or severance agreement.
6.Settlement of RSUs
If a Grantee becomes vested in this Award in accordance with Section 5, the Company shall distribute to the Grantee, or the Grantee’s personal representative, beneficiary or estate, as applicable, a number of shares of Common Stock equal to the number of vested RSUs subject to the Award, plus any related dividend equivalents as described in Section 4. Except as provided in Section 10, such shares and dividend equivalents shall be delivered within thirty (30) days following a Vesting Date.
    2    

7.Forfeiture of Award
Except as described in Section 5 and Section 9, the Grantee’s Award shall be forfeited to the Company if the Grantee does not remain in continuous employment with the Company or its affiliates until the Vesting Date.
8.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 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.
9.Change in Control
(a)In the event of a Change in Control, as defined in the Plan, unless the Award is continued or assumed by a public company in an equitable manner, the RSU shall become fully vested immediately prior to the Change in Control as if the time vesting criterion set forth in Section 5(a) had been met. The Award shall settle in accordance with Section 6 or if applicable, Section 10.
(b)If the Award is continued or assumed by a public company in an equitable manner, then the vesting of the Award shall be contingent only upon the Grantee’s employment through the Vesting Date unless there is a Qualifying Termination within one year following the Change in Control. If a Qualifying Termination occurs within one (1) year following the Change in Control, the Award shall become fully vested immediately and be settled in accordance with Section 6 or if applicable, Section 10.
(c)For purposes of this Section 9: (1) “Qualifying Termination” means the termination of a Grantee’s employment (a) by the employer for any reason other than Cause; or (b) by a Grantee who was an officer of the Company immediately prior to the Change in Control for Good Reason; (2) “Cause” means (unless otherwise expressly provided in the Grantee’s employment security agreement): the termination of the Grantee’s employment following the occurrence of any one or more of the following: (a) the Grantee’s conviction of, or plea of guilty or nolo contendere to, a felony; (b) the Grantee’s willful and continual failure to substantially perform the Grantee’s duties after written notification; (c) the Grantee’s willful engagement in conduct that is materially injurious to the employer, monetarily or otherwise; (d) the Grantee’s commission of an act of gross misconduct in connection with the performance of the Grantee’s duties; or (e) the Grantee’s material breach of any employment, confidentiality, or other similar agreement with the employer that, if capable of cure, remains uncured 10 days after written notice thereof; and (3) “Good Reason” means, without the Grantee’s consent, (a) a material reduction in the position, duties, or responsibilities of the Grantee from those in effect immediately prior to such change; (b) a reduction in the Grantee’s base salary; (c) a relocation of the Grantee’s primary work location to a distance of more than 50 miles from its location as of immediately prior to such change; or (d) a material breach by the Grantee’s employer of any employment agreement between such employer and the Grantee provided, however, in all cases, a Grantee must give the Company written notice of the circumstances giving rise to the Good Reason event and thirty (30) days to cure such circumstance.
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10.Deferral of RSU Settlement
Notwithstanding Section 6, a Grantee may make a timely advance election, prior to the calendar year in which the Award is made and in accordance with Section 409A of the Internal Revenue Code and procedures established by the Committee, to defer settlement of the Grantee’s entire vested Award. In such case, the shares of Common Stock and any related dividend equivalents that would otherwise be paid to the Grantee within thirty (30) days following a Vesting Date shall be paid to the Grantee in accordance with the terms of the Grantee’s deferral election, which shall be (a) within thirty (30) days following the Grantee’s termination of employment with the Company and its affiliates or (b) within thirty (30) days following a date subsequent to a Vesting Date as specified by the Grantee in the Grantee’s election form, or if earlier in either case, within thirty (30) days following the Grantee’s death (in which case payment shall be made to the Grantee’s personal representative, beneficiary or estate, as applicable). Notwithstanding the foregoing, if a Change in Control occurs prior to the date the Grantee’s deferred Award is to be settled and paid, the deferred Award shall be settled and paid to the Grantee within thirty (30) days following the Change in Control.
11.Rights as Stockholder
The Grantee shall not be entitled to any of the rights of a stockholder of the Company with respect to the Award, including the right to vote and to receive dividends and other distributions, until and to the extent the Award is settled in shares of Common Stock.
12.Award Not Transferable
The Award may not be transferred other than by will or the applicable laws of descent or distribution or pursuant to a qualified domestic relations order. The Award shall not otherwise be assigned, transferred, or pledged for any purpose whatsoever and is not subject, in whole or in part, to attachment, execution or levy of any kind. Any attempted assignment, transfer, pledge, or encumbrance of the Award, other than in accordance with its terms, shall be void and of no effect.
13.Share Delivery
Delivery of shares pursuant to Section 6 will be by book-entry credit to an account in the Grantee’s name established by the Company with the Company’s transfer agent; provided that the Company shall, upon written request from the Grantee (or the Grantee’s estate or personal representative, as the case may be), issue certificates in the name of the Grantee (or the Grantee’s estate or personal representative) representing such shares.
14.Recoupment
The Grantee acknowledges and agrees that the Award shall be subject to the Company’s Incentive Compensation Recoupment Policy as in effect from time to time.
15.Administration
The Award shall be administered in accordance with such regulations as the Committee shall from time to time adopt.
16.Plan Terms Govern
This Agreement shall be construed consistent with the provisions of the Plan, and in the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control and any terms of this Agreement which conflict with Plan terms shall be void.
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17.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.
By accepting this agreement, the Grantee agrees to be bound by the terms hereof.



BEACON ROOFING SUPPLY, INC.

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EXHIBIT 10.8
BEACON ROOFING SUPPLY, INC.
2024 STOCK PLAN
STOCK OPTION AGREEMENT
Grant Information:
Name:
Grant Date:
Type:
Exercise Price/Share:
    Amount (# Granted):
Expiration Date:

Vesting Schedule:
Vest DateVest Quantity
A Stock Option (the “Option”) granted as of the date set forth above by Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), to the employee named above (the “Optionee”), for common stock, par value $.01 per share (the “Common Stock”), of the Company shall be subject to the following terms and conditions:
1.Stock Option Grant
Subject to the provisions set forth herein and the terms and conditions of the Beacon Roofing Supply, Inc. 2024 Stock Plan, (the “Plan”), a copy of which is attached hereto, and in consideration of the agreements of the Optionee herein provided, the Company hereby grants to the Optionee an Option to purchase from the Company the number of shares of Common Stock, at the purchase price per share, and on the schedule, set forth above. Any Incentive Stock Option is intended to be an incentive stock option within the meaning of Section 422(b) of the Internal Revenue Code of 1986, as amended.
2.Acceptance by Optionee
The receipt of the Option is conditioned upon its acceptance by the Optionee no later than 30 days from the date the Agreement was delivered, provided however, if the Optionee shall fail to accept this Option by the due date, the Optionee’s Option shall be deemed accepted by the Optionee unless the Optionee has notified the Company in writing prior to the due date that he or she declines to accept the Option.
3.Exercise of Options
Written notice of an election to exercise any portion of the Option shall be given by the Optionee, or the Optionee’s personal representative in the event of the Optionee’s death, in accordance with procedures established by the Compensation Committee of the Board of Directors of the Company (the “Committee”) as in effect at the time of such exercise.
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At the time of exercise of the Option, payment of the purchase price for the shares of Common Stock with respect to which the Option is exercised must be made by one or more of the following methods: (i) in cash, or (ii) in cash received from a broker-dealer to whom the Optionee has submitted an exercise notice and irrevocable instructions to deliver the purchase price to the Company from the proceeds of the sale of shares subject to the Option.
If applicable, an amount sufficient to satisfy all minimum Federal, state and local withholding tax requirements prior to delivery of any certificate for shares of Common Stock must also accompany the exercise. Payment of such taxes can be made by a method specified above, and/or by directing the Company to withhold such number of shares of Common Stock otherwise issuable upon exercise of the Option with a fair market value equal to the amount of tax to be withheld.
4.Exercise Upon Termination of Employment
(a)Except as set forth in Section 7 below, if the Optionee’s employment with the Company and all affiliates terminates for any reason other than death, disability or retirement, the then vested portion of the Option shall continue to be exercisable until the earlier of the 90th day after the date of the Optionee’s termination or the date the Option expires by its terms.
(b)In the event of the Optionee’s death or disability during employment with the Company or any affiliate, the outstanding portion of the Option shall become fully vested on such date and shall continue to be exercisable until the earlier of the first anniversary of the date of the Optionee’s death or disability or the date the Option expires by its terms. For this purpose “disability” means (as determined by the Committee in its sole discretion) the inability of the Optionee 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. (Full vesting of an Incentive Stock Option may result in all or part of the Option being treated as a Non-Qualified Stock Option in accordance with Section 5.4 of the Plan.)
(c)In the event of the Optionee’s retirement during employment with the Company or any affiliate, the unvested portion of the Option shall continue to vest in accordance with the vesting schedule set forth above, and the vested portion of the Option shall continue to be exercisable until date the Option expires by its terms, provided that if the Optionee dies after retirement, any unvested portion of the Option shall become fully vested on such date and the outstanding portion of the Option shall continue to be exercisable until the earlier of the first anniversary of the date of the Optionee’s death or the date the Option expires by its terms. For this purpose, (i) “retirement” means the Optionee’s termination from employment with the Company and all affiliates without Cause (as defined in Section 7) when the Optionee is age sixty (60) or older with five (5) or more years of service, and (ii) “years of service” means years of continuous employment with the Company or its affiliates, provided that (A) a break in employment of less than twelve (12) months will be counted as continued employment and a break in employment of twelve (12) or more months will result in the exclusion of the pre-break employment and (B) employment will include any service as a non-employee director on the Board. (Full vesting of an Incentive Stock Option may result in all or part of the Option being treated as a Non-Qualified Stock Option in accordance with Section 5.4 of the Plan.)
(d)The foregoing provisions of this Section 4 shall be subject to the provisions of any written employment security agreement or severance agreement that has been or may be executed by the Optionee and the Company, and the provisions in such employment
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security agreement or severance agreement concerning the vesting of an Option in connection with the Optionee’s termination of employment shall supersede any inconsistent or contrary provision of this Section 4, to the extent the terms of such agreement would provide for greater vesting. The provisions of this Agreement shall continue to apply to the extent not covered by such employment security agreement or severance agreement.
5.Option Not Transferable
The Option may be exercised only by the Optionee and may not be transferred other than by will or the applicable laws of descent or distribution or pursuant to a qualified domestic relations order. The Option shall not otherwise be assigned, transferred, or pledged for any purpose whatsoever and is not subject, in whole or in part, to attachment, execution or levy of any kind. Any attempted assignment, transfer, pledge, or encumbrance of the Option, other than in accordance with its terms, shall be void and of no effect.
6.Surrender of or Changes to Agreement
In the event the Option shall be exercised in whole, this Agreement shall be surrendered to the Company for cancellation. In the event this Option shall be exercised in part, this Agreement shall be delivered by the Optionee to the Company for the purpose of making appropriate notation thereon, or of otherwise reflecting, in such manner as the Company shall determine, the change in the number of shares.
7.Forfeiture of Options
If an Optionee's employment with the Company or its subsidiaries terminates due to Cause, all of the Optionee's Options, including the vested and unvested portions, shall be forfeited as of the date of such termination. For purposes of this Section 7, “Cause” shall mean: (a) conviction of a felony connected with the Optionee’s employment with the Company or its subsidiaries, (b) misappropriation or theft of property of the Company or its subsidiaries, (c) gross negligence or willful misconduct in the performance of the Optionee's duties, (d) any act of fraud against the Company or its subsidiaries, and (e) any unauthorized dissemination of confidential information or trade or business secrets of the Company or its subsidiaries.
8.Change in Control
(a)In the event of a Change in Control, as defined in the Plan, unless the Grant is continued or assumed by a public company in an equitable manner, the Grant shall become fully vested and exercisable immediately prior to the Change in Control.
(b)If the Grant is continued or assumed by a public company in an equitable manner, then the Grant shall continue pursuant to its terms unless there is a Qualifying Termination within one-year following the Change in Control. If a Qualifying Termination occurs within one (1) year following the Change in Control, the Grant shall become fully vested and exercisable immediately.
(c)For purposes of this Section 8: (1) “Qualifying Termination” means the termination of an Optionee’s employment (a) by the employer for any reason other than Cause; or (b) by an Optionee who was an officer of the Company immediately prior to the Change in Control for Good Reason; (2) “Cause” means (unless otherwise expressly provided in the Optionee’s employment security agreement): the termination of the Optionee’s employment following the occurrence of any one or more of the following: (a) the Optionee’s conviction of, or plea of guilty or nolo contendere to, a felony; (b) the
3


Optionee’s willful and continual failure to substantially perform the Optionee’s duties after written notification; (c) the Optionee’s willful engagement in conduct that is materially injurious to the employer, monetarily or otherwise; (d) the Optionee’s commission of an act of gross misconduct in connection with the performance of the Optionee’s duties; or (e) the Optionee’s material breach of any employment, confidentiality, or other similar agreement with the employer that, if capable of cure, remains uncured 10 days after written notice thereof; and (3) “Good Reason” means, without the Optionee’s consent, (a) a material reduction in the position, duties, or responsibilities of the Optionee from those in effect immediately prior to such change; (b) a reduction in the Optionee’s base salary; (c) a relocation of the Optionee’s primary work location to a distance of more than 50 miles from its location as of immediately prior to such change; or (d) a material breach by the Optionee’s employer of any employment agreement between such employer and the Optionee provided, however, in all cases, the Optionee must give the Company written notice of the circumstances giving rise to the Good Reason event and thirty (30) days to cure such circumstance.
9.Recoupment
The Optionee acknowledges and agrees that the Option shall be subject to the Company’s Incentive Compensation Recoupment Policy as in effect from time to time.
10.Administration
The Option shall be exercised in accordance with such administrative regulations as the Committee shall from time to time adopt.
11.Plan Terms Govern
This Agreement shall be construed consistent with the provisions of the Plan, and in the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control and any terms of this Agreement which conflict with Plan terms shall be void.
12.Governing Law
This Agreement, and the Option, shall be construed, administered and governed in all respects under and by the laws of the State of Delaware.
By accepting this agreement, the Optionee agrees to be bound by the terms hereof.

BEACON ROOFING SUPPLY, INC.




4

v3.24.1.1.u2
Cover
May 15, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 15, 2024
Entity Registrant Name BEACON ROOFING SUPPLY, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 000-50924
Entity Tax Identification Number 36-4173371
Entity Address, Address Line One 505 Huntmar Park Drive
Entity Address, Address Line Two Suite 300
Entity Address, City or Town Herndon
Entity Address, State or Province VA
Entity Address, Postal Zip Code 20170
City Area Code 571
Local Phone Number 323-3939
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol BECN
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001124941
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