| EXHIBIT 10.1 |
TATUM SERVICES AGREEMENT
This TATUM SERVICES AGREEMENT (this "Agreement"), entered into as of March 6, 2023 is by and between RANDSTAD PROFESSIONALS US, LLC d/b/a Tatum, a Delaware limited liability company, with offices at 3625 Cumberland Boulevard, Suite 600, Atlanta, GA 30339 ("Tatum"), and LL FLOORING HOLDINGS, INC. with offices at 4901 Bakers Mill Lane, Richmond, VA 23230 (the "Company"). A "Party" shall mean either Tatum or the Company, as the case may be; the "Parties" shall mean Tatum and the Company, collectively.
WHEREAS, the Company desires to engage Tatum to perform certain outsourced interim services; and, Tatum is willing to provide the services of its personnel to perform such tasks subject to the terms and conditions hereof.
NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, Tatum and the Company agree as follows:
Bank Name and Address: Bank of America Merrill Lynch, 1401 Elm Street, Dallas, TX 75202
Beneficiary: Tatum
Beneficiary Account Number:
ABA Transit/Routing Number:
Please reference the Company's name in the body of the payment.
Issued By | Revision Date | Page |
Randstad Legal | April 2022 | 1 |
The placement fee shall be due upon the commencement of the Tatum Professional's employment or engagement with the Company (or its subsidiary or affiliate).
In consideration for Tatum providing Direct Hire Candidates, if the Company hires a Direct Hire Candidate referred by Tatum within one year of such referral, regardless of whether this Agreement has terminated, the Company agrees to pay Tatum a one-time professional service fee in an amount equal to 25% of the candidate's Annualized Compensation, as defined in 6(a). A candidate is considered referred by Tatum if Tatum submits the candidate's resume or curriculum vitae (in paper, electronic, or facsimile format) to the Company, unless the Company can show that it was already in possession of the candidate's resume or curriculum vitae before the referral by Tatum (“Prior Referral”). For avoidance of confusion, the Company shall notify Tatum of a Prior Referral with supporting documentation within three (3) business days of the presentment of the Direct Hire Candidate.
The guarantee provided in this Section shall not apply if the Company: (iv) failed to timely pay the fees due pursuant to Section 4 of this Agreement; (v) seeks a replacement which is not substantially similar to the Direct Hire Candidate position filled, as defined in Section 6(c)(iii); or (vi) terminated the Direct Hire Candidate's engagement for a reason other than those listed in Section6(c)(ii). For, example, the guarantee would not apply if the termination was the result of the Company’s reorganization (e.g., change in the executive reporting structure, corporate organization or executive leadership), position elimination, reduction in force, acquisition/sale, or a material change in the Company’s support needs, including changes in the anticipated job scope or responsibility of the Direct Hire Candidate.
Issued By | Revision Date | Page |
Randstad Legal | April 2022 | 2 |
PARTIES. THE SERVICES WILL NOT CONSTITUTE AN AUDIT, REVIEW, OPINION, OR COMPILATION, OR ANY OTHER TYPE OF FINANCIAL STATEMENT REPORTING OR ATTESTATION ENGAGEMENT THAT ISSUBJECT TO THERULES OF THE AICPA OR OTHER SIMILAR STATE OR NATIONAL PROFESSIONAL BODIES OR LAWS AND WILL NOT RESULT IN AN OPINION OR ANY FORM OF ASSURANCE ON INTERNAL CONTROLS.
Change in Company Circumstances. During the term of this Agreement, if the Company enters into discussions with restructuring or bankruptcy advisors, Tatum and the Company will review the current fee structure and payment terms under this Agreement (including any Schedule) and agree on appropriate modifications. For instance, Tatum may switch to an hourly rate if Tatum Professionals are required to work extended hours or a premium may be imposed for hours worked in excess of eight (8) hours. In addition, Tatum and the Company will discuss the need for additional Tatum professionals with specialized skills in working with companies undergoing significant debt and equity restructuring, and as needed, Tatum professionals with experience helping companies seeking or operating under bankruptcy protection. The agreed upon additional professionals will be engaged under terms and fees commensurate to the expertise and services to be
Issued By | Revision Date | Page |
Randstad Legal | April 2022 | 3 |
provided. In the event that Tatum and the Company cannot agree on appropriate modifications to this Agreement (including any Schedule) or the need for additional Tatum professionals, Tatum may immediately terminate this Agreement or any Schedule upon two weeks written notice to the Company.
Issued By | Revision Date | Page |
Randstad Legal | April 2022 | 4 |
If to Tatum:
Randstad Professionals US, LLC d/b/a Tatum
Address: 3625 Cumberland Boulevard, Suite 600, Atlanta, GA 30339 Attn: Legal Dept.
E-mail: chris.kearney@tatum-us.com
If to Company:
Chief Legal, Ethics and Compliance Officer
Address: 4901 Bakers Mill Lane Richmond, VA 23230
E-mail: legal@llflooring.com
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the dates set forth below.
RANDSTAD PROFESSIONALS US, LLC d/b/a TATUM: |
| LL FLOORING HOLDINGS, INC.: | ||
By: | /s/ Nicholas Mishima |
| By: | /s/ Matt T Argano |
Name: | Nicholas Mishima |
| Name: | Matt T Argano |
Title: | Corporate Counsel |
| Title: | SVP, CHRO |
Date: | Mar 6, 2023 |
| Date: | Mar 7, 2023 |
Issued By | Revision Date | Page |
Randstad Legal | April 2022 | 5 |
Schedule to Tatum Services Agreement
This Schedule is entered into in connection with that certain Tatum Services Agreement, dated March 6, 2023 (the "Agreement"), by and between Randstad Professionals US, LLC d/b/a Tatum ("Tatum") and LL Flooring Holdings, Inc. (the "Company") and will be governed by the terms and conditions of the Agreement.
In the event of an actual conflict between the terms and conditions of this Schedule and the Agreement, the terms and conditions of the Agreement will control.
RANDSTAD PROFESSIONALS US, LLC d/b/a TATUM: |
| LL FLOORING HOLDINGS, INC.: | ||
By: | /s/ Nicholas Mishima |
| By: | /s/ Matt T Argano |
Name: | Nicholas Mishima |
| Name: | Matt T Argano |
Title: | Corporate Counsel |
| Title: | SVP, CHRO |
Date: | Mar 6, 2023 |
| Date: | Mar 7, 2023 |
Issued By | Revision Date | Page |
Randstad Legal | April 2022 | 6 |