EX-10

The Plan is intended to be a “plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended, or an “excess benefit plan” within the meaning of Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended, or a combination of both. The Plan is intended to provide nonqualified deferred compensation and is intended to conform with the requirements of Internal Revenue Code Section 409A and the final regulations issued thereunder and shall be interpreted, implemented and administered in a manner consistent therewith.

Pronouns used in the Plan are in the masculine gender but include the feminine gender unless the context clearly indicates otherwise. Singular and plural forms may also be used interchangeably unless the context also clearly indicates otherwise. Wherever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context:

“Account” means one or more of a Participant’s Directed Investment Accounts or, in the case of a Director, his or her Stock Unit Account, as the context requires.

“Base Compensation” means the portion of an Eligible Employee’s Compensation derived from the Participant’s base rate of compensation (for example regular compensation, holiday, vacation, personal and sick pay) and other amounts of Compensation that are not Bonus Compensation. In all cases, Base Compensation refers to amounts before reductions for contributions under this Plan and any other deferred compensation plan sponsored by the Company.

“Beneficiary” means the persons, trusts, estates or other entities entitled under Section 7.2 to receive benefits under the Plan upon the death of a Participant.

“Board” or “Board of Directors” means the Board of Directors of the Company.

“Bonus Compensation” means the portion of an Eligible Employee’s Compensation derived from regular incentive programs sponsored by the Company, including the corporate annual bonus and the field management bonus (but excluding spot bonuses, ad hoc bonuses, and other discretionary and non-discretionary bonuses that are not part of a regular incentive program). Bonus Compensation for a Plan Year shall refer to amounts earned with respect to such Plan Year, even if paid after the end of the Plan Year.

“Change in Control” means a “change in the ownership,” “change in effective control,” or “change in the ownership of a substantial portion of the assets,” as determined in accordance with the applicable regulations under Code Section 409A.

“Committee” means the Committee designated by the Board of Directors to administer the Plan, as described in Section 11.1.

“Common Stock” means the common stock, par value $.01 per share, of the Company.

“Company Credits” means the amount of any credits contributed by the Company under Section 5.3, together with any earnings thereon.

“Compensation” for a Director shall be Director Cash Compensation and Director Stock Compensation. For an Eligible Employee, Compensation shall mean the total amounts paid to the Eligible Employee during the applicable calendar year for services. Compensation shall be determined by excluding reimbursements or other expense allowances, fringe benefits (cash and non-cash), moving expenses, and welfare benefits. For this purpose, workers’ compensation payments of any type and severance pay of any type shall be considered “welfare benefits” and are excluded from the definition of Compensation however holiday, vacation, personal and sick pay, and short term disability are not considered “welfare benefits” for this purpose and are included in the definition of Compensation. In addition, Compensation shall exclude all of the following:

(1) Company contributions to a plan of deferred compensation which are not includible in the employee’s gross income for the taxable year in which contributed, or employer contributions under a simplified employee pension plan, or any distributions from a plan of deferred compensation;

(2) Amounts realized from the exercise of a stock option, or when restricted stock (or property) held by the employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture;

(3) Amounts realized from the sale, exchange or other disposition of stock acquired under a qualified or nonqualified stock option;

(4) Amounts earned or received under a long term incentive program sponsored by the Company;

(5) Any amounts (other than Director Cash Compensation and Director Stock Compensation) not paid through United States payroll; and

(6) Other amounts determined from time to time by the Committee to be excluded from Compensation or ineligible for deferral.

“Deferred Stock Unit” means a unit credited to a Director’s Deferred Stock Unit Account representing the right to receive a share of Common Stock pursuant to the terms of the Plan

“Deferred Stock Unit Account” means a bookkeeping account established and maintained on behalf of a Director which is denominated in Deferred Stock Units pursuant to Article 5 of the Plan

“Directed Investment Account” means an account established for the purpose of recording amounts credited on behalf of a Participant and any income, expenses, gains, losses or distributions included thereon. The Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant or to the Participant’s Beneficiary pursuant to the Plan. The Account may contain separate subaccounts for Participant Deferrals, Company Credits, and other subaccounts as determined by the Committee.

“Director Cash Compensation” means the total annual retainer, committee chairperson and committee member retainers, retainer for serving as chairperson of the Board and any other fees (but not reimbursement of expenses that would be payable to a Director in cash during a Plan Year absent a deferral election pursuant to Section 4.1.

“Director Stock Compensation” means the annual equity award that would be granted to a Director in the form of Restricted Stock Units during a Plan Year absent a deferral election pursuant to Section 4.1.

“Disability” means that the Participant (a) is unable to engage in any substantial gainful activity by reason of any 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 12 months, or (b) is, by reason of any 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 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Participant’s Employer. For purposes of this Plan, a Participant shall be Disabled if (a) determined to be totally disabled by the Social Security Administration, or (b) determined to be disabled in accordance with the applicable disability insurance program of the Company (for an employee) or the plan of the Participant’s employer, if any (for a Director), provided that the definition of “disability” applied under such disability insurance program complies with the requirements of this paragraph.

“Election Period” means the period established by the Committee during which Participant deferral and distribution elections must be made in accordance with the requirements of Code Section 409A. Unless otherwise specified by the Committee, the Election Period shall be the month of December, provided however that the Election Period shall in no event end later than the last day of the Plan Year immediately preceding the Plan Year in which Compensation with regard to which a deferral is made is earned. Elections shall only be permissible if made during the Election Period.

Notwithstanding the foregoing, in the case of an employee who first becomes an Eligible Employee or Director after the start of the Plan Year (who for clarification has not previously been eligible to defer compensation into this or any and any other plan of the Company that would be aggregated with this Plan for purposes of Section 409A of the Code), the Committee shall provide an initial election period of not more than 30 days from the date an Eligible Employee or Director first becomes eligible. This initial election period shall also be treated as an Election Period for purposes of the Plan with regard to affected Eligible Employees or Director, provided that such Eligible Employees or Directors shall only be eligible to defer Compensation earned after their elections have become irrevocable.

Notwithstanding the foregoing and subject to the limitations described below, the Committee may determine that an irrevocable deferral election for Bonus Compensation that constitutes “performance-based compensation” under applicable law may be made by submitting a deferral election regarding such Bonus Compensation on or before the deadline established by the Committee, which in no event shall be later than 6 months before the end of the applicable, provided however that any such election shall be submitted in a manner compliant with Code Section 409A and before such time as the Bonus Compensation has become readily ascertainable.

“Eligible Employee” means a member of the management team and other select employees of the Company with a position of vice president or above selected by the Committee. Notwithstanding the foregoing, the Committee shall have the discretion to designate individuals outside of this designated group provided that the Committee determines that such individuals are part of a select group of management or highly compensated employees.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Participant” means an Eligible Employee or Director who commences participation in the Plan in accordance with Article 3.

“Participant Deferrals” means the amount of any deferrals of Base Compensation or Bonus Compensation, together with any earnings thereon, in the case of an Eligible Employee, or the amount of any deferrals of Director Cash Compensation and Director Stock Compensation, in the case of a Director.

“Plan” means the Builders FirstSource Deferred Compensation Plan, as set forth herein and as amended from time to time.

“Plan Year” means the period commencing January 1 and ending on December 31, provided however that the initial Plan Year shall be a short plan year commencing on the Effective Date and ending on December 31, 2023.

“Restricted Stock Unit” means a right to receive one share of Common Stock upon satisfaction of a vesting requirement.

“Separation from Service” means the date that the Participant resigns, retires or otherwise has a voluntary or involuntary termination of employment (for an employee) or of service on the Board (for a Director) with respect to the Company and any entity that is a member of the Company’s controlled group of corporations provided however that such termination of employment (or end of service as a Director) must also constitute a “separation from service” under Code Section 409A and all applicable rules and regulations issued thereunder.

3.2

Termination of Participation. The Committee may determine, in advance of any Plan Year, that a non-Director Participant shall not be an Eligible Employee for that Plan Year. In such case, the Participant shall continue to be a Participant in the Plan but shall be ineligible to elect deferrals for future Plan Years unless and until the Participant is again determined by the Committee to be an Eligible Employee. For clarification, a determination that an individual is no longer an Eligible Employee shall have no effect on deferral elections that have already become irrevocable.

4.1

Deferral Agreement. An Eligible Employee may elect during the applicable Election Period, by executing in writing or electronically a deferral agreement on form(s) approved by the Committee, to defer the receipt of a designated percentage of Base Compensation and/or Bonus Compensation earned and payable with respect to a Plan Year. The Eligible Employee shall make a separate deferral election for Base Compensation and Bonus Compensation.

For each Plan Year, a Director may elect during the applicable Election Period, by executing in writing or electronically a deferral agreement on form(s) approved by the Committee, (i) to defer the receipt of a designated percentage of his or her Director Cash Compensation, and to direct that such Director Cash Compensation be credited to the Director’s Directed Investment Account, (ii) to defer the receipt of a designated percentage of his or her Director Cash Compensation in the form of Deferred Stock Units credited to the Director’s Deferred Stock Unit Account, and/or (iii) to elect to defer the receipt of his or Director Stock Compensation in the form of Deferred Stock Units credited to the Director’s Deferred Stock Unit Account (which shall be credited to the Director’s Deferred Stock Unit Account pursuant to Section 5.5 following satisfaction of any applicable vesting conditions).

A new deferral election must be timely executed and delivered to the Committee for each Plan Year during which the Eligible Employee or Director desires to defer Compensation. Except as provided in Section 8.5, elections shall become irrevocable for a Plan Year at the end of the Election Period immediately preceding that Plan Year.

A deferral election for a Plan Year shall also include an election of time and form of payment from the list set forth in Article 8.

4.2

Revocation/Modification of Deferral Elections. A Participant may not revoke or modify his or her deferral agreement after the Election Period. The Committee, in its discretion, may cancel a deferral election if permitted under Code Section 409A, provided that the Participant shall not be provided an election with respect to such cancellation.

4.3

Amount of Deferrals. An Eligible Employee or Director is not required to make a deferral election for any Plan Year. However, if an Eligible Employee or Director makes a deferral election, the following minimums and maximums apply. These minimums and/or maximums may be modified by the Committee for a given Plan Year on the election forms for such Plan Year without the need of a formal plan amendment.

(a)

Minimum and Maximum Base Compensation Deferral Election. The minimum deferral election percentage an Eligible Employee may make for a Plan Year with respect to Base Compensation is 1% of Base Compensation. For clarification, an Eligible Employee may also elect not to defer any Base Compensation. The maximum deferral election percentage an Eligible Employee may make for a Plan Year with respect to Base Compensation is 80% of Base Compensation for the Plan Year

(b)

Minimum and Maximum Bonus Compensation Deferral Election. The minimum deferral election percentage an Eligible Employee may make for a Plan Year with respect to Bonus Compensation is 1% of such Eligible Employee’s Bonus Compensation for a Plan Year. For clarification, an Eligible Employee may also elect not to defer any Bonus Compensation. The maximum deferral election percentage an Eligible Employee may make for a Plan Year with respect to Base Compensation is 100% of Base Compensation for the Plan Year.

(c)

Minimum and Maximum Director Cash Compensation Deferral Election. The minimum deferral election percentage a Director may make for a Plan Year with respect to Director Cash Compensation is 1% of Director Cash Compensation. For clarification, a Director may also elect not to defer any Director Cash Compensation. The maximum deferral election percentage a Director may make for a Plan Year with respect to Director Cash Compensation is 100% of Director Cash Compensation.

(e)

Special Election Regarding 401(k) Corrective Distributions. From time to time, the nondiscrimination or similar requirements applicable to one or more of the Company’s qualified retirement plans may require distributions (e.g., a return of excess contributions) to comply with applicable law. For each Plan Year, a Participant may make an election to have an additional amount of that year’s Base Compensation deferred equal to either 0% or 100% of the amount of such distributions that may occur during a Plan Year. Any such deferrals will be treated the same as the Participant’s deferral of Base Compensation (if any) for the Plan

4.4

Timing of Election to Defer; No Evergreen Elections. A new deferral agreement must be timely executed during the Election Period for each Plan Year during which the Eligible Employee or Director desires to defer Compensation. If an Eligible Employee fails to submit a valid deferral election to the Committee or its designee before the end of the Election Period, the Eligible Employee will be deemed not to have elected to defer any Compensation for the Plan Year to which the Election Period applies.

4.5

Election of Form of Payment. All elections of a form of payment will be made in accordance with rules and procedures established by the Committee. Unless otherwise provided by the Committee, a Participant may elect a different time or form of payment with regard to Participant Deferrals during each individual Plan Year during the election period for that Plan Year. Failure to submit a time or form of payment election shall result in the Participant’s being deemed to have elected the default time and form of payment set forth in Sections 8.2 and 8.3.

5.1

Establishment of Account. For accounting and computational purposes only, the Committee will establish and maintain (i) a Directed Investment Account on behalf of each Eligible Employee for each Plan Year for which the Eligible Employee has made an effective deferral election with respect to Base Compensation and/or Bonus Compensation pursuant to Section 4.1, (ii) a Directed Investment Account on behalf of each Director for each Plan Year for which the Director has made an effective deferral election with respect Director Cash Compensation pursuant to Section 4.1, and directed that such deferral be credited to the Director’s Directed Investment Account, and (iii) a Deferred Stock Unit Account on behalf of each Director for each Plan Year for which the Director has made an effective deferral election pursuant to Section 4.1 with respect (A) Director Cash Compensation and directed that such deferral be credited to the Director’s Deferred Stock Unit Account and/or (B) Director Stock Compensation, which Accounts will reflect the credits made pursuant to Sections 5.2, 5.3, 5.4 and 5.5, distributions or withdrawals, along with the earnings, expenses, gains and losses allocated thereto, if applicable. The Committee may establish and maintain such other records and accounts, as it decides in its discretion to be reasonably required or appropriate to discharge its duties under the Plan.

5.2

Credits to Eligible Employee Directed Investment Account. For purposes of determining earnings and losses, an Eligible Employee’s Directed Investment Account will be credited for each Plan Year with the amount of his or her elective deferrals under Section 4.1 at the time the amount subject to the deferral election would otherwise have been payable to the Participant: deferrals of Base Compensation shall be credited each payroll period, and deferrals of Bonus Compensation shall be credited at such time as such Bonus Compensation would otherwise be paid.

5.3

Credits to Director Directed Investment Account for Director Cash Compensation. For purposes of determining earnings and losses, a Director’s Directed Investment Account will be credited for each Plan Year with the amount of his or her elective deferrals of Director Cash Compensation under Section 4.1 that the Director has directed shall be credited to the Director’s Directed Investment Account, at the time the amount subject to the deferral election would otherwise have been payable to the Director.

5.4

Credits to Director Deferred Stock Unit Account for Director Cash Compensation. A Director’s Deferred Stock Unit Account will be credited for each Plan Year with a number of Deferred Stock Units having a value equal to the amount of his or her elective deferrals of Director Cash Compensation under Section 4.1 that the Director has directed shall be credited to the Director’s Deferred Stock Unit Account, at the time the amount subject to the deferral election would otherwise have been payable to the Director. The number of Deferred Stock Units (including fractional units) to be credited to the Director’s Deferred Stock Unit Account shall be determined by dividing the dollar value of the Director Cash Compensation subject to the deferral by the closing price of one share of Common Stock on the day the Director Cash Compensation would otherwise have been paid to the Director.

5.5

Credits to Director Deferred Stock Unit Account for Director Stock Compensation. A Director’s Deferred Stock Unit Account will be credited with a number of Deferred Stock Units reflecting the number or amount of vested Restricted Stock Units subject to an elective deferral of Director Stock Compensation under Section 4.1 that the Director has directed shall be credited to the Director’s Deferred Stock Unit Account, as soon as reasonably practicable following the vesting of the Restricted Stock Units subject to the deferral election. The number of Deferred Stock Units to be credited to the Director’s Deferred Stock Unit Account shall be equal to the number of vested Restricted Stock Units subject to the Director’s deferral election. For avoidance of doubt, the Deferred Stock Units will be and remain subject to the Director’s deferral election in place for the Plan Year in which the related Restricted Stock Units were granted, notwithstanding the fact that the Restricted Stock Units may vest and be credited to the Director’s Deferred Stock Unit Account in a subsequent Plan Year.

5.6 Company Credits. The Company may, but shall not be required to, make credits to the Plan for one or more eligible Participants. The amount of such Company Credits and any formula for determining such credits (as well as other features such as vesting conditions) shall be determined and set forth at the time the Company makes the credits. The Company need not treat all Participants equally in determining whether to make a Company Credit.

6.1

Investment Direction. The Directed Investment Accounts of each Participant shall be credited or reduced with its allocable share of deemed investment gains and losses. Credits or reductions for investment gains or losses shall generally occur each business day, unless otherwise specified by the Committee. A Participant may direct how his or her Accounts are deemed to be invested, but only among such deemed investment vehicles as are made available by the Committee from time to time. A Participant’s investment elections shall be made in accordance with procedures established by the Committee. The investment election made in accordance with this Article 6 shall continue unless the Participant changes the investment election in accordance with the procedures established by the Committee or until otherwise superseded by the Committee. Investment elections shall generally be permitted each business day, unless otherwise specified by the Committee, provided however that the Committee may suspend the ability to make or change investment elections from time to time for any reason and provide alternative methods for determining gains and losses. Investment elections and changes thereto shall be effective prospectively only.

elections, (the “Initial Period”), investment elections shall not be permitted and gains and losses shall not be credited or reduced. For the Initial Period, the Committee shall instead determine an appropriate rate of gains or losses in the Committee’s sole discretion and shall credit or reduce Accounts by such rate as soon as practicable after the end of the Initial Period.

7.1

Vesting. Participants shall at all times be fully vested in the portion of their Participant Deferrals. Participants shall vest in Company Credits at a time set forth by the Company at the time the Credits are awarded. Notwithstanding the foregoing, Participants shall also become fully vested in Company Credits on the first to occur of the Participant’s death, the Participant’s Disability, or the occurrence of a Change in Control. The Committee may accelerate vesting for individual Participants on a case-by-case basis at the Committee’s discretion.

7.2

Beneficiary Designations. A Participant may designate a Beneficiary or Beneficiaries, or change any prior designation of Beneficiary or Beneficiaries in accordance with rules and procedures established by the Committee. Any Beneficiary designation shall remain in effect until changed by the Participant pursuant to procedures set forth by the Committee. For clarification, a change in the Participant’s marital status shall not affect existing Beneficiary designations unless and until the Participant takes action, pursuant to the Committee’s procedures, to change such designations.

A copy of the death notice or other sufficient documentation must be filed with and approved by the Committee or its designee. If upon the death of the Participant there is, in the opinion of the Committee, no designated Beneficiary for part or all of the Participant’s vested Account, such amount will be paid to the Participant’s estate (such estate shall be deemed to be the Beneficiary for purposes of the Plan) in accordance with the provisions of Article 8.

8.2

Methods of Distribution. The benefit payable to a Participant with respect to a Directed Investment Account shall be distributed solely in the form of cash. The benefit payable to a Director with respect to a Deferred Stock Unit Account shall be distributed solely in the form of shares of Common Stock issuable pursuant to the Builder’s FirstSource 2014 Incentive Plan or any successor equity compensation plan (with fractional shares being settled in cash or rounded up or down to the nearest whole share in the discretion of the Plan Administrator).

Distribution of Participant Deferrals shall commence as soon as practicable on or following the earliest to occur of the following Distribution Dates:

A Participant may elect a different Distribution Date under Option (ii) for each Election Period with respect to Compensation to be deferred during the Plan Year to which the Election Period applies. If a Participant does not submit an election, the Participant shall be deemed not to have elected to receive a distribution under Option (ii).

Distribution of Company Credits shall commence as soon as practicable on or following the earliest to occur of the following Distribution Dates:

At the time of a Participant’s first deferral election under the Plan, the Participant may elect to have all Accounts be paid out in a lump sum upon the occurrence of a Change in Control. If elected, this election shall apply if the Change in Control occurs prior to the Participant’s Separation from Service and any other elected payment event. The election shall apply to both Participant Deferrals and Company Credits for all Plan Years and cannot be changed or revoked. If a Participant fails to elect a Change in Control distribution at the time of the Participant’s first election under the Plan, the Participant shall be irrevocably deemed not to have elected a Change in Control distribution event.

8.4

Form of Distribution. Vested amounts credited to a Participant’s Account shall, at the Participant’s election specified in his or her deferral agreement in accordance with Article 4, be payable to the Participant in a lump sum payment or in substantially equal annual installments over a specified installment period. For installment distributions, the installment period shall be from two to ten years, with the number of annual installments elected by the Participant during the applicable Election Period. A Participant may elect a different form of distribution (including a different number of annual installments) with regard to each Plan Year’s Participant Deferrals and may elect a different number form of payment (including number of installments) for each distribution event if desired, provided that the provisions of Section 8.3(c) shall control regarding Change in Control elections. Annual installment payments shall be calculated by dividing (i) the value of the Account balance subject to the installment election, in the case of Directed Investment

Accounts, or the number of Deferred Stock Units subject to the installment election, in the case of Deferred Stock Unit Accounts, by (ii) the remaining annual installments to be made, and a series of installment payments shall be treated as a single payment for purposes of Code Section 409A. Nonvested amounts shall be forfeited upon the occurrence of a Distribution Date.

A Participant may elect a different form of payment each Election Period with respect to Compensation to be deferred during the following Plan Year . If a Participant fails to elect a form of payment for any Plan Year, the Participant shall be deemed to have elected to receive a single lump sum with regard to Compensation deferred in that Plan Year. Company Credits shall be paid in a lump sum unless otherwise specified by the Company at the time it determines to make Company Credits.

8.5

Death or Disability of Participant. Notwithstanding the Participant’s election as to the time or form of payment, upon the Participant’s death, the Participant’s entire Account (including any amounts with respect to which installment payments have previously commenced) shall be paid to the Participant’s Beneficiary in a single sum payment as soon as practicable following the Participant’s death, but in no event later than the last day of the calendar year following the year in which the Participant’s death occurs. A Participant’s Disability shall not, by itself, constitute a distribution event.

(i) The election to change the time or form of payment must be submitted in writing no later than 12 months preceding the event that would otherwise have triggered the payment;

(ii) The election to change the time or form of payment shall not be effective until 12 months after it is delivered to the Committee; and

(iii) The commencement of benefits must delayed until at least five years from the date such payment would have otherwise commenced.

The Committee may impose additional restrictions on the right of Participants to change the time or form of payment provided such restrictions are at least as restrictive as the foregoing and are otherwise compliant with the requirements of Code Section 409A.

8.7

Permissible Delays in Payment. Distributions may be delayed beyond the date payment would otherwise occur in accordance with the provisions of Article 8 in circumstances permissible under Code Section 409A as long as the Company treats all payments to similarly situated Participants on a reasonably consistent basis.

8.8

Permitted Acceleration of Payment. The Committee may permit acceleration of the time or schedule of any payment or amount scheduled to be paid pursuant to a payment under the Plan provided such acceleration would be permitted by the provisions of Treas. Reg. Section 1.409A-3(j)(4), including the following events:

(a)

Compliance with Ethics Agreements and Legal Requirements. A payment may be accelerated as may be necessary to comply with ethics agreements with the Federal government or as may be reasonably necessary to avoid the violation of Federal, state, local or foreign ethics law or conflicts of laws, in accordance with the requirements of Code Section 409A.

(b)

FICA. A payment may be accelerated to the extent required to pay the Federal Insurance Contributions Act tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2) of the Code with respect to compensation deferred under the Plan (the “FICA Amount”). Additionally, a payment may be accelerated to pay the income tax on wages imposed under Code Section 3401 of the Code on the FICA Amount and to pay the additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and taxes. The total payment under this subsection (b) may not exceed the aggregate of the FICA Amount and the income tax withholding related to the FICA Amount.

(d)

Offset. A payment may be accelerated in the Company’s discretion as satisfaction of a debt of the Participant to the Company, where such debt is incurred in the ordinary course of the service relationship between the Participant and the Company, the entire amount of the reduction in any of the Company’s taxable years does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

9.1

Amendment or Termination by Company. The Company reserves the right to amend or terminate the Plan through action of the Committee. No amendment can directly or indirectly deprive any current or former Participant or Beneficiary of all or any portion of his or her Account which had accrued and vested prior to the amendment. Notwithstanding the foregoing, the Company may terminate the Plan in a manner that complies with the requirements of Code Section 409A.

10.1

Right to Establish Trust. The Company may, but is not required to, establish a trust to hold amounts which the Company may contribute from time to time to correspond to some or all amounts credited to Participants under the Plan. In the event that the Company wishes to establish a trust to provide a source of funds for the payment of Plan benefits, any such trust shall be constructed to constitute an unfunded arrangement that does not affect the status of the Plan as an unfunded plan for purposes of Title I of ERISA and the Code.

10.2

Rabbi Trust. Any trust established by the Company with respect to the Plan shall be between the Company and a trustee pursuant to a separate written agreement under which assets are held, administered and managed, subject to the claims of the Company’s creditors in the event of the Company’s insolvency. Any such trust shall be intended to qualify as a rabbi trust in accordance with existing guidance of the Internal Revenue Service, and the establishment of the trust shall not cause the Participant to realize current income on amounts contributed thereto.

11.1

Powers and Responsibilities of the Committee. The Committee shall be the plan administrator of the Plan, provided however that any action ascribed or assigned to the Committee may instead be performed by the Board of Directors if the Board of Directors so directs. The members of the Committee shall be appointed by the Board of Directors, and in the event no such Committee is appointed, references to the Committee shall instead apply to the Board, provided that individual Directors shall be recused from decisions that affect their own accounts. The Committee has the full power and the full responsibility to administer the Plan in all of its details, subject, however, to the applicable requirements of ERISA. The Committee’s powers and responsibilities include, but are not limited to, the following:

(a)

Claims Procedure. If any person believes he or she is being denied any rights or benefits under the Plan, such person may file a claim in writing with the Committee. Such a claim must be submitted within two (2) years, beginning on the earlier of the date on the date on which the applicable payment was made or the date on which the action complained of occurred. If any such claim is wholly or partially denied, the Committee will notify such person of its decision in writing. Such notification will contain (i) specific reasons for the denial, (ii) specific reference to pertinent Plan provisions, (iii) a description of any additional material or information necessary for such person to perfect such claim and an explanation of why such material or information is necessary, and (iv) a description of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the person’s right to bring a civil action following an adverse decision on review. Such decision will be given in writing within 90 days after the claim is received by the Committee. The Committee may extend the period for providing its decision by 90 days if the Committee determines special circumstances require an extension of time for processing the claim and if written notice of such extension and circumstance is given to such person within the initial 90 day period. If such decision is not given within such period, the claim will be considered denied as of the last day of the applicable period and the affected person may request a review of his or her claim.

(b)

Review Procedure. Within 60 days after the date on which a person receives a written notification of denial of claim (or, if written notification is not provided, within 60 days of the date denial is considered to have occurred), such person (or his or her duly authorized representative) may (i) file a written request with the Committee for a review of his or her denied claim and of pertinent documents and (ii) submit written issues and comments to the Committee. The Committee will notify such person of its decision in writing. Such written decision will be written in a manner calculated to be understood by the person and will contain specific reasons for the decision as well as specific references to pertinent Plan provisions. The written decision will explain that the person is entitled to receive, upon request and free of charge, reasonable access to and copies of all pertinent documents and has the right to bring a civil action following an adverse decision on review. The decision on review will be made within 60 days, provided that the Committee may extend the period for making the decision on review by 60 days if the Committee determines special circumstances require an extension of time for processing the request and if written notice of such extension and circumstances is given to such person within the initial 60-day period. If the decision on review is not made within such period, the claim will be considered denied.

(c)

Exhaustion of Claims Procedures and Right to Bring Legal Claim. No action at law or in equity may be brought (including against the Committee or the Company) prior to the exhaustion of the administrative remedies under this Plan including the claims procedures set forth above. Additionally, any action, in law or equity, must commence not later than one year from the date of the decision on appeal (or, if no decision is furnished with 120 days of receipt of the request for review, the 120th day after receipt of request for review). Failure to file suit within this time period shall extinguish any and all right to benefits under the Plan.

12.1

Unsecured General Creditor of the Company. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of the Company. For purposes of the payment of benefits under the Plan, any and all of the Company’s assets shall be, and shall remain, the general, unpledged, unrestricted assets of the Company. Each Company obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.

12.2

Company’s Liability. The Company’s liability for the payment of benefits under the Plan shall be defined only by the Plan and by the deferral elections entered into between a Participant and the Company. The Company shall have no obligation or liability to a Participant under the Plan except as provided by the Plan and a deferral election or agreements.

12.3

Limitation of Rights. Neither the establishment of the Plan, nor any amendment thereof, nor the creation of any fund or account, nor the payment of any benefits, will be construed as giving to the Participant or any other person any legal or equitable right against the Company, the Plan or the Committee, except as provided herein; and in no event will the terms of employment or service of the Participant be modified or in any way affected hereby.

12.4

Anti-Assignment. None of the benefits or rights of a Participant or any Beneficiary of a Participant shall be subject to the claim of any creditor. In particular, to the fullest extent permitted by law, all such benefits and rights shall be free from attachment, garnishment, or any other legal or equitable process available to any creditor of the Participant and his or her Beneficiary. Neither the Participant nor his or her Beneficiary shall have the right to alienate, anticipate, commute, pledge, encumber, or assign any of the payments which he or she may expect to receive, contingently or otherwise under the Plan (and any attempt to do so shall be void), except the right to designate a Beneficiary to receive death benefits provided hereunder. Furthermore, the Plan shall not honor or permit assignment of benefits under a domestic relations order, including a qualified domestic relations order. Notwithstanding the preceding, the benefit payable from a Participant’s Account may be reduced, at the discretion of the Committee, to satisfy any debt or liability to the Company.

12.5

Facility of Payment. If the Committee determines, on the basis of medical reports or other evidence satisfactory to the Committee, that the recipient of any benefit payments under the Plan is incapable of handling his or her affairs by reason of minority, illness, infirmity or other incapacity, the Committee may direct the Company to disburse such payments to a person or institution designated by a court which has jurisdiction over such recipient or a person or institution otherwise having the legal authority under State law for the care and control of such recipient. The receipt by such person or institution of any such payments therefore, and any such payment to the extent thereof, shall discharge the liability of the Company, the Plan and the Committee for the payment of benefits hereunder to such recipient.

12.6

Notices. Any notice or other communication to the Company or Committee in connection with the Plan shall be deemed delivered in writing if addressed to the Company at the following address: 6031 Connection Drive, Suite 400, Irving, Texas 75039 and if either actually delivered at said address or, in the case or a letter, 5 business days shall have elapsed after the same shall have been deposited in the United States mails, first-class postage prepaid and registered or certified. The address specified in the preceding sentence may be updated by any officer of the Company as necessary and without the need to amend the Plan.

12.7

Required Information. Each Participant and Beneficiary shall furnish the Committee such information as the Committee shall consider necessary or desirable for purposes of administering the Plan. The provisions of the Plan respecting the payment of any benefit are conditional upon the Committee’s prompt receipt of such information. The Company, the Committee, and any other party involved in the administration of the Plan shall be entitled to rely upon any information furnished by a Participant or Beneficiary with respect to any matters required to be determined hereunder and shall not be liable on account of the payment of any moneys or the doing of any act or failure to act in reliance thereon. The Committee may determine that any individual’s benefits under this Plan are forfeited if the Committee is unable to locate such individual due to that individual’s failure to provide the Committee with current contact information.

(a) All amounts payable under this Plan shall be subject to all applicable withholdings, and the Company may withhold such amounts from any payments due the Participant or from amounts deferred, as permitted by law, or otherwise make appropriate arrangements with the Participant or his or her Beneficiary for satisfaction of such obligation. Tax, for purposes of this Section 12.8 means any federal, state, local or any other governmental income tax, employment or payroll tax, excise tax, or any other tax or assessment owing with respect to amounts deferred, any earnings thereon, and any payments made to Participants under the Plan. The Committee may condition receipt of any benefits upon the Participant’s (or Beneficiary’s) satisfaction of applicable tax and withholding obligations.

(b) Notwithstanding anything else in this Plan, and regardless of any action the Company takes with respect to any or taxes, the ultimate liability for all taxes due by a participant is and remains the Participant's responsibility, and the Company and the Committee: (i) make no representations or undertakings regarding the treatment of any taxes; and (ii) do not commit to structure the terms of the payment under the Plan to optimize, reduce, or eliminate the Participant's or Beneficiary’s liability for taxes. Without limiting the foregoing, the Company and the Committee make no guarantee with regard to any tax treatment of any benefit or payment under this Plan, and the Participant or Beneficiary shall be solely and exclusively responsible for any taxes, penalties, and interest owing with regard to participation under this Plan. Without limiting the foregoing, neither the Company nor the Committee nor any other person shall have any liability to any Participant or Beneficiary should any provision of the Plan fail to satisfy the requirements of Code Section 409A.

12.9

Consent to Plan. Each Participant who makes a deferral election or receives any Company Credit or accrues any other benefit under the Plan, shall conclusively be deemed for all purposes to have consented (both individually and on behalf of the Participant’s heirs, dependents, spouse, estate, and any other party) to this Plan, to any amendments to the Plan, and to all of the terms and conditions of the Plan, and shall be bound thereby with the same force and effect as if he or she had personally executed the Plan.

The foregoing is hereby acknowledged as being the Builders FirstSource Deferred Compensation Plan as adopted by the Board on February 16, 2023, but effective April 1, 2023, except as otherwise expressly provided herein.