Exhibit 10.39


 


		3000 John Deere Road, Toano, VA 23168

        Phone: (757) 259-4280.● Fax (757)
        259-7293

        www.lumberliquidators.com



 


August 14, 2015


 


VIA EMAIL (jwitter@verizon.net) and (jwitter@lumberliquidators.com)



 


Ms. Jill Witter


1429 Cottonwood Valley Ct.


Irving, Texas 75038


 


Re:    Offer Letter


 


Dear Jill:


 


This letter confirms our offer of employment
to you with Lumber Liquidators Holdings, Inc. or one of its subsidiaries (individually and collectively, as applicable, “Lumber
Liquidators” or the “Company”). The details of our offer are as follows:


 


		·	Title:
                                         Chief Compliance and Legal Officer



 


		·	Location:
                                         Toano, Virginia



 


		·	Reports
                                         to: Chief Executive Officer



 


		·	Start
                                         Date: August 14, 2015 (unless mutually changed and finalized between you and the
                                         Company)



 


		·	Annual
                                         Base Salary: $375,000. Lumber Liquidators currently processes payroll on a weekly
                                         basis.  This is subject to change.  We strongly encourage employees to receive
                                         their pay via direct deposit. You will receive more information about direct deposit
                                         during your orientation.



 


		·	Incentive
                                         Plan: You will be eligible to participate in the Annual Bonus Plan for Executive
                                         Management (the “Bonus Plan”). Your 100% target payout under the Bonus Plan
                                         will be equal to 50% of your annual base salary, with the opportunity to earn a maximum
                                         of 200% of your target payout based on Lumber Liquidators’ performance against
                                         certain financial objectives. In 2015, any earned bonus payout will be pro-rated for
                                         your date of hire in 2015. Notwithstanding the foregoing, the awarding (or decision not
                                         to award) a payment under the Bonus Plan and the amount thereof, is a decision left to
                                         the sole discretion of Lumber Liquidators. Further, the Bonus Plan is subject to amendment,
                                         modification and/or termination by Lumber Liquidators in its sole and absolute discretion.
                                         To the extent there is any conflict between this Offer Letter and the language of the
                                         Bonus Plan, the Bonus Plan shall control.



 




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		·	Stock
                                         Options: Lumber Liquidators will recommend to the Compensation Committee of its Board
                                         of Directors that you receive Lumber Liquidators non-qualified stock options with a total
                                         cumulative value of $400,000.  The valuation of the options will be made using the
                                         Black-Scholes-Merton method as of your actual start date (the “Grant Date”).
                                         If approved by the Compensation Committee, any award will be granted under, subject to
                                         and governed by the 2011 Equity Compensation Plan, and shall be evidenced by a grant
                                         agreement.  The agreement will specify, among other things, the vesting schedule,
                                         consequences of termination of employment and other applicable terms and conditions. 
                                         The vesting schedule of the options will be as follows: beginning on the third anniversary
                                         of the grant date, 33-1/3% of the grant will vest on anniversary of the grant date for
                                         a period of three (3) years. The timing and amount of any such award to you is subject
                                         to the discretion of the Compensation Committee and the Board of Directors.  As
                                         an employee, you will be subject to the expectations and restrictions of Lumber Liquidators’
                                         Insider Trading Policy, a copy of which is provided at the time of hire and is available
                                         upon request to Human Resources.



 


		·	Restricted
                                         Stock: Lumber Liquidators will recommend to the Compensation Committee of its Board
                                         of Directors that you receive Lumber Liquidators restricted stock with a total cumulative
                                         value of $400,000.  The valuation of the restricted stock will be made using the
                                         fair market value of the shares on the Grant Date.   If approved by the Compensation
                                         Committee, any award will be granted under, subject to and governed by the 2011 Equity
                                         Compensation Plan, and shall be evidenced by a grant agreement.  The agreement will
                                         specify, among other things, the vesting schedule, consequences of termination of employment
                                         and other applicable terms and conditions.  The vesting schedule of the restricted
                                         stock will be as follows: 25% of the grant will vest on each anniversary of the grant
                                         date for a period of four (4) years. The timing and amount of any such award to you is
                                         subject to the discretion of the Compensation Committee and the Board of Directors. 
                                         As an employee, you will be subject to the expectations and restrictions of Lumber Liquidators’
                                         Insider Trading Policy, a copy of which is provided at the time of hire and is available
                                         upon request to Human Resources.



 


		·	Relocation
                                         Expense Reimbursement: This position is based in the corporate office in Toano, VA.
                                         Financial support will be provided to cover reasonable relocation expenses from Dallas/Irving,
                                         TX to the Toano/Richmond/Hampton Roads, VA area. You will be provided with up to $100,000
                                         (relocation expenses that are not tax deductible will be grossed up at 40% with a final
                                         true-up upon completion of your relocation) in relocation expense reimbursement provided
                                         you sign and return to us the attached Relocation Expense Agreement. Please also refer
                                         to the attached Corporate Relocation Policy for Senior Vice Presidents.



 


		·	Severance
                                         Benefit Agreement: In the event your employment with Lumber Liquidators is terminated
                                         by the Company without Cause and provided you have executed a Severance Benefit Agreement
                                         and General Release and Waiver, the Company will pay you severance in the form of salary
                                         continuation in the amount equivalent to your base salary in effect as of your termination
                                         date for fifty-two (52) weeks, subject to standard payroll deductions and withholdings.



 




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		·	Performance
                                         Review and Merit Increase: Your performance will be reviewed periodically with you
                                         by your supervisor, but no less than annually. Merit increases are discretionary based
                                         on performance and business considerations.



 


		·	Benefits
                                         Eligibility: You will be eligible to participate in benefit plans offered through
                                         Lumber Liquidators per the terms and conditions of those plans.



 


		·	Paid
                                         Time Off (PTO): Per the terms and conditions
                                         of the Lumber Liquidators Paid Time Off (PTO) Policy, located on Lumber Liquidators intranet,
                                         you will accrue hours of PTO based on weeks worked, up to a maximum of 200 hours in your
                                         first year of employment.  You will continue to accrue hours of PTO based on weeks
                                         worked, at this level until you reach the next milestone.



 


		·	Holidays:
                                         Lumber Liquidators observes six scheduled holidays each year. Those holidays currently
                                         are New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
                                         and Christmas Day. The holiday schedule is established in advance of each year and is
                                         subject to change.



 


This offer of employment is contingent
on (1) satisfactory results of a drug screening test, (2) background verification, (3) your executing the Confidentiality, Non-Solicitation
and Non-Competition Agreement, and (4) your ability to show that you are eligible to work in the United States. 


 


On your first day of employment, you will
be required to provide your social security card for payroll purposes, and proof of identity and employment eligibility in order
to complete an Employment Eligibility Verification (I-9) form. A list of acceptable documents is enclosed. Please note that, if
you do not have one document from List A, you must bring one document from List B and one document from List C.


 


Please ensure that you bring the proper
documentation with you on your first day of employment. Your subsequent failure to provide the necessary documentation as required
by federal law may result in the termination of your employment. Please note that your name for payroll purposes must match exactly
with your social security records. To expedite the orientation process, please complete the attached forms and bring these with
you on your first day.


 


Please acknowledge your acceptance of
this offer by signing and returning a copy of this letter and the Incorporated Documents, all in their entirety, to me. By signing
this offer, you are, among other things, representing to Lumber Liquidators that there are no legal or equitable agreements or
restrictions that would prevent, limit, impair or otherwise compromise your ability to comply with the terms of this offer and
perform on behalf of Lumber Liquidators. A copy of the letter is enclosed for your records. The Lumber Liquidators’ mailing
address is 3000 John Deere Road, Toano, Virginia 23168.


 


 




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Please note that your employment with
Lumber Liquidators is at-will and neither this document nor any other oral or written representations may be considered a contract
of employment for any specific length of time. You retain the option, as does Lumber Liquidators, of ending your employment with
Lumber Liquidators at any time, with or without notice and with or without cause.


 


If you have questions regarding any of
the above, please feel free to contact me by telephone at (757) 566-7484 (office) or (757) 268-7815 (mobile), or by email.


 


We look forward to you joining the Lumber
Liquidators team and working with you to further our success.


 


Sincerely,


 


/s/ Sandra C. Whitehouse


 


Sandra C. Whitehouse


SVP, Chief Human Resources Officer


 


ACKNOWLEDGEMENT and AGREEMENT: As indicated
by my signature below on this letter, I acknowledge its receipt and my understanding and acceptance of its contents. I agree that
should I terminate employment with Lumber Liquidators or if my employment is terminated for cause, any monies owed for reimbursement
of expenses or other sums under this offer letter will be deducted from my final paychecks.


 


	Signature:  	/s/ Jill Witter	 	Date:	August 14, 2015
	 	Jill Witter	 	 


 


cc:      Tom Sullivan


 


	Attachments:	Direct Deposit Form
	 	State Tax Form
	 	Confidentiality, Non-Solicitation and Non-Competition Agreement
	 	Severance Benefit Agreement
	 	Annual Bonus Plan for Executive Management
	 	Relocation Policy for Senior Vice Presidents
	 	Relocation Expense Agreement


 




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