BlueLinx Holdings Inc. 2006
Long-Term Equity Incentive Plan
Performance Share Award Agreement
Congratulations
on your selection as a Participant for an Award of Performance
Shares which is governed by the BlueLinx Holdings Inc. 2006
Long-Term Equity Incentive Plan (the “Plan”). This
Award Agreement (the “Agreement”) and the Plan together
govern your rights under this Agreement with respect to your award
of Performance Shares (the “Performance Shares”) and
set forth all of the conditions and limitations affecting such
rights. Terms used in this Agreement that are defined in the Plan
shall have the meanings ascribed to them in the Plan. If there is
any inconsistency between the terms of this Agreement and the terms
of the Plan, the Plan’s terms shall supersede and replace the
conflicting terms of this Agreement.
Overview of
Performance Share Award
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1.
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Target Number of Performance Shares
Granted :
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2.
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Date of Grant
: March 29,
2007
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3.
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Performance Cycle
: The Performance Cycle
commences on January 1, 2007 and ends on December 31,
2009.
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4.
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Performance Measure(s)
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(a)
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Return on Net Assets,
or “RONA,”
means EBIT divided by Average Net Assets.
EBIT means Company earnings before interest and taxes, as
calculated for the fiscal year.
Average Net Assets means total Company assets (current assets plus
net plant property and equipment plus any other long-term assets)
minus non-interest-bearing liabilities (accounts payable plus other
current liabilities plus any other long-term
liabilities).
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(b)
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Specialty Volume Growth in Excess of
End Use Market Growth means the estimated sales growth
rate in the volume of the Company’s Specialty products in
excess of the aggregate market sales growth rate of the
Company’s estimated end use markets. For purposes of this
calculation, the Company may use the estimates it provides for
Specialty product growth in connection with its quarterly earnings
releases. Acquisitions will be excluded from this calculation in
the first year of the acquisition. The Company reserves the right
to adjust and/or refine the calculation methods used to calculate
these measures at any time in its sole discretion.
Specialty products encompass the following: all products except
plywood, OSB, lumber and rebar/remesh. The Company reserves the
right to amend this definition at any time in its sole
discretion.
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5.
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Amount of Target Award
Earned :
Subject to Sections 7 and 8, in calculating the number of
Performance Shares earned for the Performance Cycle, the Committee
must certify results for RONA for fiscal 2009 and the three
(3) year growth in Specialty product volume in excess of end
use market volume growth during the Performance Cycle. Awards
earned will be determined based on the following schedule, with
straight-line interpolation as necessary for performance between
the levels indicated. In determining awards earned, the definitions
set forth in Section 4 above and results determined as of the
end of the Performance Cycle shall apply.
The Performance Measure vesting schedule is as follows:
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2009
RONA*
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% of Target Award
Earned
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75
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%
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100
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%
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125
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%
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150
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%
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50
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%
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75
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%
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100
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%
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125
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%
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25
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%
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50
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%
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75
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%
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100
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%
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0
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%
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25
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%
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50
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%
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75
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%
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__
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%
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__
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%
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__
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%
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%
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3-Year Growth in Specialty
Volume in Excess of End Use Market
Volume Growth
(excludes acquisitions in year one)
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*
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Assumes housing
starts of 1.91 million in 2009.
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The Company has
sole discretion to adjust the RONA percentages in the performance
measure vesting schedule to properly account for any differences
between estimated and actual housing starts in 2009.
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6.
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Settlement of Award
: The Company shall
deliver to you one Share for each Performance Share earned by you,
as determined in accordance with the provisions of Sections 5
and 7, subject to adjustment in accordance with Section 11.
Any fractional Shares for Performance Shares payable to you in
accordance with this Section shall be rounded up to the nearest
whole Share.
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7.
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Eligibility for Earned Performance
Shares : You
will be eligible for payment of earned Performance Shares only
if:
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(a)
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Your employment with the Company
continues through the end of the Performance Cycle.
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(b)
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Your employment with the Company is
terminated due to death during the Performance Cycle.
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(c)
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Your employment with the Company is
terminated due to your Disability during the Performance Cycle. For
the purposes of this Agreement, Disability means you: (a) are
unable to engage in any substantial gainful activity by reason of
any
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medically determinable physical or
mental impairment which can be expected to result in death or can
be expected to last for a continuous period of not less than twelve
(12) months, or (b) are, by reason of any medically
determinable physical or mental impairment which could be expected
to result in death or can be expected to last for a continuous
period or not less than twelve (12) months, receiving income
replacement benefits for a period of not less than three
(3) months under an accident and health plan covering
employees of the Company.
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(d)
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If
there is a Change in Control of the Company during the Performance
Cycle.
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If your
employment with the Company continues through the end of the
Performance Cycle, you shall be eligible for the earned Performance
Shares as determined in accordance with Section 5.
If your
termination date due to death, Disability, or Change in Control
occurs during the Performance Cycle, you shall be eligible only for
a fraction of the number of Performance Shares. The fraction will
be determined using a numerator which equals the number of complete
calendar months that have elapsed since the beginning of the
Performance Cycle through the beginning of the month of termination
or Change in Control, as appropriate (unless your date of
termination or date of Change in Control occurs on or after the
15 th
of such month, in which case the
number of months will be calculated through the end of such month),
and a denominator which is equal to the number of months in the
Performance Cycle. This fraction will then be multiplied by the
target number of performance shares granted to you in
Section 1 to provide you with your total Performance Shares
earned. In the event such proration results in a fractional number
of Shares, such number will be rounded up to the nearest whole
number.
Except as
otherwise provided in this Agreement, all Performance Shares that
are not earned as a result of your continued employment through the
Pe
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