Beacon Roofing Supply (BECN)

Potential Payments Upon Termination or Change-in-Control

Stock Option Agreements

Pursuant to stock option agreements with our named executive officers, all of their outstanding stock options will vest upon death or disability and in the event of a change in control. Based on the price of the Company's stock of $15.98 as of September 30, 2009, the values of unvested stock options for the named executives as of that date were as follows: Mr. Buck — $378,983, Mr. Isabella — $434,983, Mr. Grace — $278,479 and Mr. Cooper — $110,906.

Potential Payments Upon Termination or Change-in-Control

Employment Contract

Robert R. Buck

        On October 25, 2007, we extended the employment agreement with Robert Buck, our Chairman and CEO, through November 30, 2008. It provided for a base salary of $550,000 for fiscal 2008. The board and Mr. Buck mutually agreed to allow Mr. Buck's employment agreement to expire at November 30, 2008, although he will continue serving as our CEO. Our board reviews his base salary each year.

        Mr. Buck's employment agreement also entitled him to an annual bonus of up to 100% of base salary, depending on whether we reached the performance target that the board sets near the beginning of each fiscal year. The performance target for fiscal 2008 was based on EBITDA. The bonus varied from 0% of base salary (if we achieved 85% or less of the target for that fiscal year) to 100% of base salary (if we achieved 115% or more of the target for that year). In between 85% and 115% of the target, the bonus varied on a straight line basis. Mr. Buck could receive discretionary incentive payments under the employment agreement if the Compensation Committee determined that his individual performance and/or market conditions justified such payments.

        Mr. Buck also receives a $1,000 per month car allowance and reimbursement of fuel costs. Under his employment agreement, Mr. Buck was entitled to severance equal to 12 months base salary if we terminated his employment without cause, or if we were not willing to renew his employment agreement at the end of the term. If Mr. Buck's employment was terminated without cause on September 30, 2008, he would have received severance of $550,000. The employment agreement limits Mr. Buck's ability to compete with us for 18 months after his employment ends and this provision of his employment agreement remains in effect, given his continued employment.

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Stock Option Agreements

        Pursuant to stock option agreements with our named executive officers, all of their outstanding stock options will vest upon death or disability and in the event of a change in control. Based on the price of the Company's stock of $15.62 as of September 30, 2008, the values of unvested stock options for the named executives as of that date were as follows: Mr. Buck—$183,600, Mr. Isabella—$341,100, Mr. Grace—$153,000, Mr. Cooper—$61,200 and Mr. Swank—$91,800.

Potential Payments Upon Termination or Change-in-Control

Employment Contract

Robert R. Buck

        On October 25, 2007, we extended the employment agreement with Robert Buck, our Chairman and CEO, through November 30, 2008. It provides for a base salary of $550,000 for fiscal year 2008. Our board reviews his base salary each year. Mr. Buck's base salary for 2007 had been set by the board at $515,000.

        Mr. Buck's employment agreement also entitles him to an annual bonus of up to 100% of base salary, depending on whether we reach the performance target that the board sets near the beginning of each fiscal year. The performance target for fiscal 2007 was based on EBITDA and will be based on EBITDA for fiscal 2008. The bonus varies from 0% of base salary (if we achieve 85% or less of the target for that fiscal year) to 100% of base salary (if we achieve 115% or more of the target for that year). In between 85% of the target and 115% of the target, the bonus varies on a straight line basis. Mr. Buck may receive discretionary incentive payments if the Compensation Committee determines that his individual performance and/or market conditions justify such payments.

        Mr. Buck also receives a $1,000 per month car allowance and reimbursement of fuel costs. Under his employment agreement, Mr. Buck is entitled to severance equal to 12 months base salary if we terminate his employment without cause, or if we are not willing to renew his employment agreement at the end of the term. The employment agreement limits Mr. Buck's ability to compete with us for 18 months after his employment ends. If Mr. Buck's employment was terminated without cause on September 30, 2007, he would have received severance of $515,000.

Stock Option Agreements

        Pursuant to stock option agreements with our named executive officers, all of their outstanding stock options will vest upon death or disability and in the event of a change in control. Based on the price of the Company's stock of $10.22 as of September 30, 2007, there would have been no value of unvested stock options as of that date.