Exhibit 10.23


 


		
        3000 John Deere Road, Toano, VA 23168

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



 


________________, _______


 


[Name]


[Street]


[City, State]


 


RE:      Non-employee Director Restricted
Stock Award Agreement


 


Dear [Name]:


 


Lumber Liquidators Holdings, Inc. (the “Company”)
has designated you to be a recipient of restricted shares of the common stock of the Company, par value $.001 per share (“Stock”),
subject to the service-based vesting restrictions and other terms set forth in this Award Agreement and in the Lumber Liquidators
Holdings, Inc. 2011 Equity Compensation Plan (the “Plan”).


 


The grant of these restricted shares of
Stock 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.


 


1.            Grant.
In consideration of your agreements contained in this Award Agreement, the Company hereby grants to you _________ shares of Company
Stock (the “Restricted Stock”) as of __________ (the “Grant Date”). The Restricted Stock is subject to
the vesting restrictions set forth in Section 2 below. Until the vesting restrictions have lapsed, the Restricted Stock is forfeitable
and nontransferable.


 


2.            Vesting.
The grant of the Restricted Stock is subject to the following terms and conditions:


 


(a)          The
shares of Restricted Stock shall vest, and shall no longer be subject to restriction, upon your continued service on the Board
through the following Vesting Dates:


 


	Vesting Date	 	Number of Shares 
	 	 	 
	 	 	 
	 	 	 


 




     

     

    

 


(b)          The
Restricted Stock granted hereunder shall also 100% vest upon a Change in Control of the Company (as defined in the Plan) to the
extent not already exercisable.


 


(c)          If
your service on the Board ceases due to (i) your death or Disability (as determined by the Committee) while you are serving on
the Board and your service ceases as a result of such death or Disability, or (ii) a reason other than your resignation from the
Board or your refusal to stand for election to the Board, and you are not otherwise 100% vested in the Restricted Stock granted
hereunder, the total number of shares of Restricted Stock that shall be vested (including any shares in which you are already vested
under this Award Agreement) shall equal the total number of shares listed above in Section 1 multiplied by a fraction (not to exceed
1), the numerator of which is the number of full months elapsed from the Grant Date until the date of your ceasing to serve on
the Board, and the denominator of which is the number of months between the Grant Date and the final vesting date listed in the
table in Section 2(a).


 


(d)          Notwithstanding
the foregoing, you must be serving on the Board on the relevant date for any Restricted Stock to vest. If your service on the Board
ceases for any reason, any rights you may have under this Award Agreement with regard to unvested Restricted Stock shall be null
and void.


 


3.            Dividends.
During the period beginning with the Grant Date and ending with the Vesting Date or the earlier forfeiture of your Restricted Stock,
(a) dividends or other distributions paid in shares of Stock shall be subject to the same restrictions as set forth in Section
2 above, and (b) dividends paid or other distributions paid in cash shall be paid at the same time as such dividends are paid by
the Company with respect to authorized and issued shares held by its other shareholders of record.


 


4.            Forfeiture
and Repayment Provision. If the Committee determines, in its sole discretion, that you have, at any time, willfully engaged
in conduct that is harmful to the Company (or any Related Company), the Committee may declare that all or a portion of this Restricted
Stock award is immediately forfeited. If the Committee determines, in its sole discretion, that you have willfully engaged in conduct
that is harmful to the Company (or any Related Company), you shall repay to the Company all or any vested shares of Company Stock
owned by you as a result of this Award Agreement or all or any of the amount realized as a result of the sale of Company Stock
awarded to you under this Award Agreement, to the extent required by the Committee. Repayment or forfeiture required under this
Section shall be enforced by the Board or its delegate, in the manner the Board or its delegate determines to be appropriate. Your
acceptance of the Restricted Stock reflected in this Award Agreement constitutes acceptance of the forfeiture and repayment provisions
of this Section.


 


5.            Cancellation
of Restricted Stock. To facilitate the cancellation of any Restricted Stock pursuant to Section 2 above, you hereby appoint
the Corporate Secretary of the Company as your attorney in fact, with full power of substitution, and authorize him or her, upon
the occurrence of a forfeiture pursuant to Section 2 above, to notify the Company’s registrar and transfer agent of the forfeiture
of such shares and, if necessary, to deliver to the registrar and transfer agent the certificate representing such shares together
with instructions to cancel the shares forfeited. The registrar and transfer agent shall be entitled to rely upon any notices and
instructions delivered by your attorney in fact concerning a forfeiture under the terms of this Award Agreement.


 




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6.            Custody
of Certificates. At the option of the Company, custody of stock certificates evidencing the Restricted Stock shall be retained
by the Company or held in uncertificated form.


 


7.            Rights
as a Shareholder. Subject to the provisions of this Award Agreement, you generally will have all of the rights of a holder
of Company Stock with respect to all of the Restricted Stock awarded to you under this Award Agreement from and after the Grant
Date until the shares either vest or are forfeited, including the right to vote such shares and to receive dividends paid thereon
in accordance with the provisions of Section 3.


 


8.            Transfer
Restrictions. You may not sell, assign, transfer, pledge, hypothecate or encumber the Restricted Stock awarded to you under
this Award Agreement prior to the time such Restricted Stock becomes fully vested in accordance with this Award Agreement.


 


9.            Fractional
Shares. A fractional share of Company Stock will not be issued and any fractional shares may be disregarded by the Company.


 


10.           Adjustments.
If the number of outstanding shares of Company Stock is increased or decreased as a result of a stock dividend, stock split or
combination of shares, recapitalization, merger in which the Company is the surviving corporation, or other change in the Company’s
capitalization without the receipt of consideration by the Company, the number and kind of your unvested Restricted Stock shall
be proportionately adjusted by the Committee, whose determination shall be binding.


 


11.           Notices.
Any notice to be given to the Company under the terms of this Award Agreement shall be addressed to the Corporate Secretary at
Lumber Liquidators Holdings, Inc., 3000 John Deere Road, Toano, Virginia 23168. Any notice to be given to you shall be addressed
to you at the address set forth above or your last known address at the time notice is sent. Notices shall be deemed to have been
duly given if mailed first class, postage prepaid, addressed as above.


 


12.           Applicable
Withholding Taxes. No Restricted Stock shall be delivered to you until you have paid to the Company the amount that must be
withheld under federal, state and local income and employment tax laws or you and the Company have made satisfactory arrangements
for the payment of such taxes.


 


13.           Applicable
Securities Laws. You may be required to execute a customary written indication of your investment intent and such other agreements
the Company deems necessary or appropriate to comply with applicable securities laws. The Company may delay delivery of the Restricted
Stock until you have executed such indication or agreements.


 




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14.           Acceptance
of Restricted Stock. By signing this Award Agreement, you indicate your acceptance of the Restricted Stock and your agreement
to the terms and conditions set forth in this Award Agreement which, together with the terms of the Plan, shall become the Company’s
Restricted Stock Award Agreement with you. You also hereby acknowledge that a copy of the Plan has been made available and agree
to all of the terms and conditions of the Plan, as it may be amended from time to time. Unless the Company otherwise agrees in
writing, the Restricted Stock granted under this Award Agreement will not become vested if you do not accept this Award Agreement
within thirty days of the Grant Date.


 


15.           Clawback.
If, as a result of material non-compliance with any financial information required to be reported under securities laws, the Company
is required to prepare a restatement of its financial statements, then you will, with the approval of the Committee, forfeit or
repay the proceeds of all or a portion of the Restricted Stock under this Agreement if it was awarded within the three fiscal year-period
preceding the date of such restatement. The forfeited or repayment amount shall equal the difference between the Restricted Stock
reflected in this Agreement and the amount, if any, that would have been granted based on the restated financial statements. The
Committee shall determine and approve the amount of such forfeited or repayment amount. Repayment required under this Section shall
be enforced by the Board or its delegate, in the manner the Board or its delegate determines to be appropriate. Further, this Restricted
Stock is subject to such deductions and clawback as may be required by any applicable law, government regulation or stock exchange
listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing
requirement). Your acceptance of the Restricted Stock reflected in this Award Agreement constitutes acceptance of the repayment
provisions described in this Section.


 


This Section 15 is intended to comply with
Section 954 of Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and all regulations and rulemaking thereunder
and should be interpreted accordingly.


 


16.           Binding
Effect. This Agreement shall be binding upon and inure to the benefit of your legatees, distributees, and personal representatives
and the successors of the Company. Any references herein to the Company (or any Related Company) shall include any successor company
to either.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF, the Company has caused
this Restricted Stock Award Agreement to be signed, as of this _____ date of _______________, ___________.


 


	 	LUMBER LIQUIDATORS HOLDINGS, INC.
	 	 
	 	By:	 
















	 	Name:	 
















	 	Its: 	 


 


	Agreed and Accepted:	 	 
	 	 	 
	 	 	 
	[Name of Grant Recipient]	 	 
	 	 	 
	 	 	 
	[Date]	 	 


 




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