Exhibit 10.37


 


		
        3000 John Deere Road, Toano, VA 23168

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

        www.lumberliquidators.com



 


November 9, 2015


 


John M. Presley


c/o Lumber Liquidators Holdings, Inc.


3000 John Deere Road


Toano, Virginia 23168


 


Dear John:


 


Lumber Liquidators
Holdings, Inc. (the “Company”) has designated you to be a recipient of a non-statutory stock option to purchase 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 this stock
option 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 a non-statutory option (“NSO”)
to purchase from the Company 150,000 shares of common stock of the Company (the “Company Stock”) at $16.13 per
share. The exercise price of the NSO is equal to the higher of the closing price of the Company Stock on the New York Stock Exchange
on November 3, 2015 or November 9, 2015 (November 9, 2015, the “Grant Date”).


 


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


 


(a) Subject
to Section 2(b), below, the shares covered by the NSO shall vest, and shall be exercisable, on the following Vesting Dates, if
the service conditions described in Section 2(c) are met on the applicable Vesting Date:


 


	 	 	Number of Shares That May Be Exercised
	Vesting Date	 	 (Vested Portion of NSO)
	November 9, 2016	 	50,000
	November 9, 2017	 	50,000
	November 9, 2018	 	50,000


 




     


     

    

  


(b) Thirty-three percent
(33%) of the shares covered by the NSO that have not previously vested or expired shall vest upon a Change in Control of the Company
(as defined in the Plan), and any portion of the NSO that remains unvested shall immediately expire upon such Change in Control.


 


(c)  You must
be employed by the Company as its Chief Executive Officer or serving on the Board on the relevant date for any shares to vest under
Section 2(a) or Section 2(b).  In the event you remain a member of the Board but are no longer employed by the Company as
its Chief Executive Officer, seventy-five percent (75%) of the shares covered by the NSO which have not vested as of the date you
ceased serving as the Company's Chief Executive Officer shall immediately expire.  Such percentage shall be applied to each
tranche of shares that have not vested as of such date.  


 


3. Exercise.


 


(a) Except
as otherwise stated in this Award Agreement and in the Plan, the NSO may be exercised, in whole or in part, from the Vesting Date
described above until the earliest of (i) ten years and one day following the Grant Date, or (ii) the end of the applicable
period set forth in subsection (b) below. Any portion of the NSO that is not exercised prior to its expiration shall be forfeited.


 


(b) Except
as otherwise stated in this section, the NSO may be exercised only while you are employed by the Company as its Chief Executive
Officer or serving on the Board. The exercisability of the NSO after you have ceased to be employed by the Company as its Chief
Executive Officer and ceased to serve on the Board is subject to the following terms and conditions:


 


(i) If your employment
by the Company as its Chief Executive Officer is terminated by you or the Company for any reason, and your service on the Board
terminates for any reason, in either case other than due to your death or Disability, you may exercise any or all of the NSO that
is then fully vested and exercisable within three months after the later of the date (x) your employment by the Company as its
Chief Executive Officer terminates and (y) your Board service terminates.


 


(ii) If you become Disabled
while employed by the Company as its Chief Executive Officer or while serving on the Board, you may exercise any or all of the
NSO that is then fully vested and exercisable within one year after the later of the date (x) your employment by the Company as
its Chief Executive Officer terminates due to Disability or (y) your Board service terminates due to Disability.


 


(iii) If you die while
you are employed by the Company as its Chief Executive Officer or while serving on the Board, the person to whom your rights under
the NSO shall have passed by will or by the laws of distribution may exercise any or all of the NSO that is then fully vested and
exercisable within one year after your death.


 




     


     

    

  


4. Payment Under
NSO. You may exercise the NSO in whole or in part, but only with respect to whole shares of Company Stock. You may make payment
of the NSO price in cash, in shares of Company Stock that you already own, or in any combination thereof. If you deliver shares
of Company Stock to make any such payment, the shares shall be valued at the Fair Market Value (as defined in the Plan) thereof
on the date you exercise the NSO.


 


5. Transferability
of NSO. The NSO is not transferable by you (other than by will or by the laws of descent and distribution) and, except as otherwise
stated in this Award Agreement, may be exercised during your lifetime only by you.


 


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


 


7. 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 shares with respect to which you have
an unexercised NSO and the exercise price shall be proportionately adjusted by the Committee, whose determination shall be binding.


 


8. Exercise.
To exercise the NSO, you must deliver to the Corporate Secretary of the Company written notice stating the number of shares you
have elected to purchase and arrange for payment to the Company as described in Section 4 above. Notwithstanding the provisions
of Section 9, such notice may be sent to the Corporate Secretary via e-mail.


 


9. Notice. 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.


 


10. 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 the NSO 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 shares of Common Stock acquired through
the exercise of the NSO or all or any of the amount realized as a result of the sale of Common Stock acquired through the exercise
of the NSO, 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 award reflected
in this Award Agreement constitutes acceptance of the forfeiture and repayment provisions of this Section.


 


11. Applicable Withholding
Taxes. By your acceptance of this Award Agreement, you agree to pay to the Company the amount that must be withheld under federal,
state and local income and employment tax laws or to make arrangements satisfactory to the Company for the payment of such taxes.


 




     


     

    

  


12. 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 shares
purchased pursuant to the exercise of the NSO until you have executed such indication or agreements.


 


13. Acceptance of
NSO. This Award Agreement deals only with the NSO you have been granted and not its exercise. Your acceptance of the NSO, which
shall be deemed to take place when you sign this Award Agreement, places no obligation or commitment on you to exercise the NSO.
By signing this Award Agreement, you indicate your acceptance of the NSO 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 Stock Option 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 NSO reflected in this Award
Agreement will not be exercisable as a Stock Option Agreement if you do not accept this Award Agreement within thirty days of the
Grant Date.


 


14. 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 NSO 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 NSO 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 su8ch 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, to the extent this NSO is subject
to recovery under any law, government regulation or stock exchange listing requirement, it will be subject to such deductions and
clawback as may be required to be made pursuant to such 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). This Section 14
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. Your acceptance of the NSO reflected in this Agreement constitutes
acceptance of the repayment provisions described in this Section.


 


[SIGNATURE PAGE FOLLOWS]


 




     


     

    

  


IN WITNESS WHEREOF, the Company has caused
this Stock Option Agreement to be signed, as of this 10th day of November 2015.


 


	 	LUMBER LIQUIDATORS HOLDINGS, INC.
	 	 
	 	By:	/s/ E. Livingston B. Haskell





	 	Name:	E. Livingston B. Haskell





	 	Its:	Secretary


 


	Agreed and Accepted:	 	 
	 	 	 
	/s/ John M. Presley	 	 
	John M. Presley	 	 
	 	 	 
	November 11, 2015	 	 
	[Date]