0001193125-08-018040 Sample Contracts

HEADWATERS INCORPORATED RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 1st, 2008 • Headwaters Inc • Miscellaneous products of petroleum & coal

Pursuant to the Restricted Stock Award Grant Notice (“Grant Notice”) and this Restricted Stock Agreement (collectively, the “Award”) and in consideration of your services, Headwaters Incorporated (the “Company”) has awarded you Restricted Stock under its 2005 Long Term Incentive Compensation Plan (the “Plan”) for the number of shares of the Company’s Common Stock subject to the Award as indicated in the Grant Notice. Defined terms not explicitly defined in this Restricted Stock Agreement but defined in the Plan shall have the same definitions as in the Plan.

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