Exhibit 10.1
4901 Bakers Mill Lane
Richmond, Virginia 23230
[Date]
[Name]
[Address]
RE: Employee Performance-Based Stock Unit Award (PSU) Agreement
Dear Participant:
LL Flooring Holdings, Inc. (the “Company”) has granted to you an Award of Stock Units pursuant and subject to the provisions of the LL Flooring Holdings, Inc. 2023 Equity Compensation Plan (the “Plan”). All terms used herein that are defined in the Plan have the same meaning given them in the Plan.
This Award of Stock Units is made pursuant to the Plan. The Plan is administered by the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”). The terms of the Plan are incorporated into this Award Agreement, and, in the case of any conflict between the Plan and this Award Agreement, the terms of the Plan shall control. A copy of the Plan will be provided to you upon request.
Grant Date | [Date] |
Target Number of Stock Units Granted | [Number] |
Subject to the terms and conditions of the Plan and this Award Agreement, each Stock Unit represents an unsecured promise of the Company to deliver, and your right to receive, one share of the Stock of the Company at the time and on the terms and conditions set forth herein. As a holder of Stock Units, you only have the rights of a general unsecured creditor of the Company. The Stock Units are subject to the performance and employment-based vesting restrictions and other terms set forth in this Award Agreement and the Plan. Until the performance and employment-based vesting restrictions have lapsed and the Stock Units are to be settled, the Stock Units are forfeitable and nontransferable.
17. Section 409A. This Award is intended to be exempt from Section 409A of the Code as a short-term deferral, because settlement of the Award is to occur later than 2½ months after the later of (i) the end of the Company’s fiscal year in which the Stock Units become vested or (y) the end of the calendar year in which the Stock Units become vested. Notwithstanding the preceding, the Company shall not be liable to you or any other person if the Internal Revenue Service or any court or other authority having jurisdiction over such matter determines for any reason that any payments hereunder are subject to taxes, penalties or interest as a result of failing to be exempt from, or comply with, Section 409A of the Code.
18. No Right to Continued Employment. Neither the Plan, the granting of this Award nor any other action taken pursuant to the Plan or this Award constitutes or is evidence of any agreement or understanding, express or implied, that the Company will retain you as an employee or other service provider for any period of time or at any particular rate of compensation.
IN WITNESS WHEREOF, the Company has caused this Performance-Based Stock Unit Award Agreement to be signed on its behalf by its duly-authorized officer on the day and year first indicated above.
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LL FLOORING HOLDINGS, INC.
PERFORMANCE-BASED
STOCK UNIT AWARD AGREEMENT
Exhibit A
Subject to the provisions of this award Agreement, the number of stock units covered by this award Agreement that will vest and become payable BASED ON Performance ACHIEVED FOR THE PERFORMANCE PERIOD will be determined AS FOLLOWS:
[Performance Criteria to be Approved by the Compensation Committee at Grant Each Year]