1.

Your employment with the Company will continue until a date chosen by the Company, anticipated to be approximately 14 days after the start date of your successor Chief Financial Officer (the “Separation Date”), but in no event before January 1, 2020.  From the date of this Agreement through the start date of your successor, you will continue to devote your best efforts to faithfully discharge your duties to the Company as its Chief Financial Officer.  Following your successor’s start date until your Separation Date, you will remain a full-time employee and you will take reasonable and appropriate actions to cooperatively and smoothly transition the duties of Chief Financial Officer to your successor.  Through your Separation Date, you will continue to be provided with your current base salary and you will continue to participate in the Company’s employee benefits plans in accordance with their terms.  You will not be entitled to participate in the management cash bonus plan for the fiscal year beginning October 1, 2019, and you will not be entitled to any future equity grants under the Company’s Stock Plan.

2.

Your employment with the Company will terminate on the Separation Date.  Your final paycheck will include any unpaid base salary earned through the Separation Date, any accrued but unused vacation in accordance with the Company’s paid time off policy, and expense reimbursements in accordance with Company policy.  

3.

In consideration of your acceptance of this Agreement, continued employment through the Separation Date, ongoing compliance with your May 13, 2015 Restrictive Covenant Agreement at Exhibit A (the Separation date will be considered your date of resignation under the Restrictive Covenant Agreement), and the execution and non-revocation of the Release of Claims (“Release”) at Exhibit B which will be presented to you on your Separation Date, you will be entitled to the following payments and benefits after your Separation Date:

(a)

The Company will provide you with continued salary for one year from the Separation Date at your annual rate of $505,918 per year, paid on regularly

scheduled pay dates, less ordinary and necessary payroll deductions.  On the date of the last payment of continued salary, the Company also will pay you $493,271, representing 18 months of bonus based upon your FY2020 target bonus of $328,847, less ordinary and necessary payroll deductions.    

(b)

Following the Separation Date, should you choose to elect COBRA benefits, the Company will reimburse you for your COBRA premium for one year.

(c)

At the Separation Date, the following outstanding long-term incentive awards will become vested:

(i)

Any unvested options that would have vested in calendar year 2020. Your deadline to exercise these options will be 90 days from the Separation Date.  

(ii)

All outstanding unvested time-based Restricted Stock Units.

(iii)

The unvested performance-based RSUs granted on February 12, 2018.  

(iv)

All other equity will be forfeited on the Separation Date.  

(d)

Except as stated above, all other benefits and compensation end on the Separation Date.  

(e)

You acknowledge that no other payments are due and owing to you.

(f)

The terms of your Restrictive Covenant Agreement will apply as if you voluntarily resigned on the Separation Date.  You acknowledge that should you fail to comply with the restrictions of the Restrictive Covenant Agreement, (i) all cash payments under this Agreement shall cease immediately and you will be obligated to remit to the Company, within 30 days of written demand, all such amounts previously paid to you; (ii) all outstanding equity awards under the Stock Plan shall immediately be forfeited and, within 30 days of written demand, you will remit to the Company either a number of shares of common stock previously received in connection with the vesting of a restricted stock or restricted stock unit award or the exercise of a stock option or a cash payment equal to the number of such shares multiplied by the closing price of the common stock on the date the award vested; and (iii) reimbursement of COBRA pursuant to paragraph 3(b) will cease.  You also agree that the Company will be entitled, in addition to any other rights or remedies available to it, to seek injunctive relief.

(g)

In the event the enforceability of any of the covenants in this Paragraph are challenged in court, the applicable time as to such covenant shall be deemed

tolled upon the filing of the lawsuit challenging such enforceability until the dispute is finally resolved and all periods of appeal have expired.  

4.

In the event of your death during the term of this Agreement, (a) no further payments of salary or continued pay will be made for any pay period after the date of death; (b) the date of your death will be a “qualifying event” for purposes of COBRA, entitling your current spouse and covered dependents to elect continued health, dental and vision coverage in accordance with the terms of the plan and COBRA.

5.

You agree to not make any disparaging or negative statements about the Company or its affiliated companies and its and their officers, directors and employees.  You also agree to provide reasonable cooperation to the Company in connection with any third-party/government audits or inquiries into matters during your tenure as CFO.  The Company will reimburse your for reasonable costs and expenses associated with any request for cooperation in this regard.

6.

You acknowledge and agree that this Agreement, including the Release set forth in Exhibit B, sets forth the entire understanding between the parties concerning the matters discussed herein, that no promise or inducement has been offered to you to enter into this Agreement except as expressly set forth herein, and that the provisions of this Agreement are severable such that if any part of the Agreement is found to be unenforceable, the other parts shall remain fully valid and enforceable.

7.

You agree to notify the Company within seventy-two (72) hours after accepting new paid employment or Board positions.

8.

Except to the extent preempted by federal law, this Agreement will be interpreted, enforced, and governed in accordance with the laws of the State of Delaware which are applicable to contracts made and to be performed in that state and without regard to the principles of conflict of laws.

9.

Each monthly payment described in Paragraph 3(a) will be considered a separate payment for purposes of Section 409A of the Internal Revenue Code. If at the time of your termination of employment for reasons other than death you are a “Key Employee” as determined in accordance with the procedures set forth in Treas. Reg. §1.409A-1(i), any amounts payable pursuant to this Agreement that are subject to Section 409A of the Internal Revenue Code shall not be paid or commence to be paid until six months following your termination of employment, or if earlier, the date of death.

10.

Notwithstanding any of the foregoing, in no event will any payment or benefits be provided pursuant to this Agreement if you voluntarily terminate your employment prior to the Separation Date or if your employment is terminated by the Company prior to the Separation Date for cause (cause means, as determined by the Company in its reasonable judgment, your gross negligence or willful misconduct in the

performance of your duties or your commission of any act of fraud or embezzlement against the Company or of any felony or act involving dishonesty).

BEACON ROOFING SUPPLY, INC.

By:

/s/  JULIAN G. FRANCIS

Its:

President & CEO

EMPLOYEE

  /s/

JOSEPH M. NOWICKI

BEACON ROOFING SUPPLY, INC.

By:

/s/  JULIAN G. FRANCIS

Name:

Julian G. Francis

Title:

President & CEO

Dated:

  November 24, 2019

Signature:

/s/  JOSEPH M. NOWICKI