BUILDERS FIRSTSOURCE,
INC.
Amendment to the Employment
Agreement
with Charles L. Horn
This
Amendment to the Employment Agreement dated as of January 15,
2004, (the “Agreement”) between Builders FirstSource,
Inc. (the “Company”) and Charles L. Horn
(“Executive”) is made this 29th day of October,
2008.
The
Board of Directors of the Company and Executive have determined
that it is in their best interests to amend the Agreement to
include special provisions intended to ensure compliance with
Internal Revenue Code Section 409A relating to deferred
compensation. In consideration of the mutual covenants contained
herein and the continued employment of Executive by the Company,
the parties agree as follows:
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1.
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The
Agreement is hereby amended by adding the following sentence to the
end of Section 5(c):
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“Annual cash bonuses shall be
paid in the calendar year following the year to which the bonus
relates, and not later than March 15 of such
year.”
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2.
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Section 7 of the Agreement is
hereby amended by adding the words “During the Term,”
to the beginning of the first sentence of Section 7, and by
adding the following sentence to the end of
Section 7:
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“With respect to
Executive’s rights under this Section 7, (i) the
amount reimbursable in any one calendar year shall not affect the
amount reimbursable in any other calendar year, (ii) the
reimbursement of an eligible business expense must be made no later
than December 31 of the year after the year in which the business
expense was incurred, and (iii) such rights shall not be
subject to liquidation or exchange for another
benefit.”
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3.
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The
Agreement is hereby amended by deleting Section 10(b) in its
entirety and replacing with the following:
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“(b) Death . The
employment by the Company of Executive pursuant to this Agreement
shall be terminated upon the death of Executive, in which event
Executive’s spouse or heirs shall receive the following:
(i) Executive’s Base Salary and benefits to be paid or
provided to Executive under this Agreement through the Date of
Termination (“Accrued Obligations”), payable no later
than thirty (30) days after the Date of Termination, (ii)
continuation of Executive’s Base Salary for a period of one
(1) year after the Date of Termination, and
(iii) continuation of the health benefits provided for
pursuant to Section 8(a) hereof (“Health Benefits”) and
welfare benefits provided for pursuant to Section 8(b) hereof
(“Welfare Benefits”) for a period of one (1) year
after the Date of Termination.”
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4.
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The
Agreement is hereby amended by deleting the second sentence of
Section 10(c) in its entirety and replacing with the
following:
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“In the event the employment
by the Company of Executive is terminated pursuant to this
Section 10(c), Executive shall be entitled to receive the
following: (i) the Accrued Obligations, payable no later than
thirty (30) days after the Date of Termination,
(ii)
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subject to Section 24 hereof,
continuation of his Base Salary for a period of one (1) year
after the Date of Termination, (iii) continuation of Health
Benefits for a period of one (1) year after the Date of
Termination, and (iv) subject to Section 24 hereof,
continuation of Welfare Benefits for a period of one (1) year
after the Date of Termination; provided, however, that amounts
payable to Executive under this Section 10(c) shall be reduced by
the proceeds of any short- and/or long-term disability payments
under the Company plans referred to in Section 8 hereof to
which Executive may be entitled during such
period.”
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5.
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The
Agreement is hereby amended by deleting the second sentence of
Section 10(e) in its entirety and replacing it with the
following:
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“In the event the employment
by the Company of Executive is terminated pursuant to this
Section 10(e), Executive shall be entitled to receive the
following: (i) the Accrued Obligations, payable no later than
thirty (30) da
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