exhibit103pbrsuawardagre






                                                                     EXHIBIT 10.3                              BLUELINX HOLDINGS, INC.              2016 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN                                   (AS AMENDED)        2019 PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT                                  EMPLOYEE NAME                     Number of Shares Subject to Award:  __________                                Grant Date:  __________   Pursuant to the BlueLinx Holdings, Inc. 2016 Amended and Restated Long-Term Incentive Plan,  as amended (the “Plan”), BlueLinx Holdings, Inc., a Delaware corporation (the “Company”), has  granted the above-named participant (“Participant”) Restricted Stock Units (the “RSUs” or the  “Award”) entitling Participant to receive such number of shares of Company common stock (the  “Shares”) as is set forth above on the terms and conditions set forth in this agreement (this  “Agreement”) and the Plan.  Capitalized terms used in this Agreement and not defined herein  shall have the meanings set forth in the Plan.          1.    Grant Date.  The Award is granted to Participant on the Grant Date set forth above   (the “Grant Date”).          2.    Vesting.  Except as otherwise set forth herein, (a) if Participant remains employed   by the Company and the performance measure set forth on Exhibit A (the “Performance  Measure”) is met at least at the threshold level, the RSUs and the right to the Shares shall vest  on the date the Committee determines the level of achievement of the Performance Measure (the  “Vesting Date”), and (b) if the Performance Measure has not been achieved at least at the  threshold level on or prior to the Vesting Date or if Participant is not employed by the Company  on the Vesting Date, the RSUs shall be forfeited as of the Vesting Date, and no amount shall be  payable under this Agreement.          3.    Forfeiture of RSUs.                (a)  Termination of Employment.  Prior to the Vesting Date, except as otherwise   provided herein, any unvested RSUs shall be immediately forfeited upon Participant’s termination  of employment with the Company for any reason whatsoever; provided, that the Committee  reserves the right, in its sole discretion, to waive or amend this provision, in whole or in part.  For  purposes of this Agreement, employment with any Subsidiary of the Company shall be considered  employment with the Company and a termination of employment shall mean a termination of  employment with the Company and each Subsidiary by which Participant is employed.                (b)  Restrictive Covenants.  The grant of this Award is contingent upon   Participant signing or having signed a restrictive covenants agreement or, to the extent applicable,  an amendment to an existing employment or restrictive covenants agreement, in either case in   the form provided by the Company on or prior to the date that Participant signs this Agreement.   Notwithstanding any provision of this Agreement, if Participant breaches or otherwise fails to  comply with such restrictive covenants agreement or any other non-compete, non-solicitation or  similar agreement with the Company or a Subsidiary, in addition to all rights the Company or its 





 






 Subsidiary has under such agreement, at law or in equity, RSUs that have not become vested   and settled before such breach or failure to comply shall expire at that time, shall not become   vested or settled after such time and shall be forfeited at such time without any payment therefor.          4.    Transfer of Vested Shares.  Stock certificates representing the vested Shares (or   appropriate evidence of ownership including certificateless book-entry issuance), if any, will be   delivered to Participant (or, if permitted by the Company in its sole discretion, to a party designated   by Participant) on or as soon as practicable after (but no later than 30 days after) the Vesting  Date, or if applicable under Section 14(a), the date of a Change in Control, subject, as applicable,  to delay under Section 21.          5.    Non-Transferability of Award.  The RSUs and the Shares issuable hereunder   and the rights and privileges conferred hereby may not be sold, transferred, pledged, assigned,   or otherwise alienated or hypothecated by operation of law or otherwise (except as permitted by   the Plan).  Any attempt to do so contrary to the provisions hereof shall be null and void.          6.    Conditions to Issuance of Shares.  The Shares deliverable to Participant   hereunder may be either previously authorized but unissued Shares or issued Shares which have   been reacquired by the Company.  The Company shall not be required to issue or deliver any   Shares prior to fulfillment of all of the following conditions: (a) the admission of such Shares to   listing on all stock exchanges on which such class of stock is then listed; (b) the completion of   any registration or other qualification of such Shares under any state or federal law or under the   rulings and regulations of the Securities and Exchange Commission (“SEC”) or any other   governmental regulatory body, which the Committee shall, in its discretion, deem necessary or   advisable; and (c) the obtaining of any approval or other clearance from any state or federal   governmental agency, which the Committee shall, in its discretion, determine to be necessary or   advisable.          7.    No Rights as Stockholder.  Except as provided in Section 10, Participant shall   not have voting, dividend or any other rights as a stockholder of the Company with respect to the   unvested Shares subject to the RSUs.  Upon settlement of the Award into Shares, Participant will  obtain full voting and other rights as a stockholder of the Company with respect to such Shares.          8.    Administration.  The Committee shall have the power to interpret the Plan and   this Agreement and to adopt such rules for the administration, interpretation, and application of   the Plan as are consistent therewith and to interpret or revoke any such rules.  All actions taken   and all interpretations and determinations made by the Committee shall be final and binding upon   Participant, the Company, and all other interested persons.  No member of the Committee shall   be personally liable for any action, determination, or interpretation made in good faith with respect   to the Plan or this Agreement.          9.    Fractional Shares.  Fractional shares will not be issued, and when any provision   of this Agreement otherwise would entitle Participant to receive a fractional share, that fraction   will be disregarded.          10.  Adjustments in Capital Structure.  In the event of a change in corporate   capitalization as described in Sections 4.4 and 18.2 of the Plan, the Committee shall make  appropriate adjustments to the number and class of Shares or other stock or securities subject to  the Award.  The Committee’s adjustments shall be effective and final, binding and conclusive for  all purposes of this Agreement.                                           2 





 






       11.  Taxes.                (a)  Upon the vesting and delivery of Shares subject to this Award, Participant  shall pay or make adequate arrangements satisfactory to the Company and/or the employing  Subsidiary to withhold all applicable federal, state and local income and employment taxes (“Tax  Withholding Amounts”) payable with respect to this Award from Participant’s wages or other cash  compensation paid to Participant by the Company and/or the Subsidiary or from proceeds of the  sale of Shares.  Alternatively, or in addition, if permissible under local law, to the extent not  prohibited by the Committee, the Company may, in its sole discretion, (i) sell or arrange for sale  of Shares that Participant acquires to meet the tax withholding obligations, and/or (ii) satisfy such  tax obligations by withholding and cancelling a number of Shares having a market value equal to  the Tax Withholding Amounts, provided that the amount to be withheld may not exceed the tax  withholding obligations associated with the Award to the extent needed for the Company to treat  the Award as an equity award for accounting purposes and to comply with applicable tax  withholding laws.               (b)   Participant acknowledges and agrees that the ultimate liability for all taxes  legally due by him or her is and remains Participant’s responsibility and that the Company and/or  the Subsidiary: (i) make no representations nor undertakings regarding the treatment of any taxes  in connection with any aspect of this Award, including the grant or vesting of the Shares subject  to this Award or the subsequent sale of Shares acquired pursuant to such vesting; and (ii) do not  commit to structure the terms of the grant or any aspect of this Award to reduce or eliminate  Participant’s liability for taxes.  In addition, Participant shall pay the Company or the Subsidiary  any amount of Tax Withholding Amounts that the Company or the Subsidiary may be required to  withhold as a result of Participant’s participation in the Plan that cannot be satisfied by the means  previously described.  The Company may refuse to deliver the Shares if Participant fails to comply  with Participant’s obligations in connection with the Tax Withholding Amounts.          12.  Participant Acknowledgments and Agreements.  By accepting the grant of this   Award, Participant acknowledges and agrees that: (a) the Plan is established voluntarily by the   Company, it is discretionary in nature and may be modified, amended, suspended or terminated   by the Company at any time unless otherwise provided in the Plan or this Agreement; (b) the   grant of this Award is voluntary and occasional and does not create any contractual or other right   to receive future grants of Shares, or benefits in lieu of Shares, even if Shares have been granted   repeatedly in the past; (c) all decisions with respect to future grants, if any, will be at the sole  discretion of the Company and the Committee; (d) Participant’s participation in the Plan shall not  create a right of future employment with the Company and shall not interfere with the ability of the  Company to terminate Participant’s employment relationship at any time with or without cause  and it is expressly agreed and understood that employment is terminable at the will of either party,  insofar as permitted by law; (e) Participant is participating voluntarily in the Plan; (f) this Award is  an extraordinary item that is outside the scope of Participant’s employment contract, if any; (g)  this Award is not part of Participant’s normal or expected compensation or salary for any  purposes, including but not limited to calculating any severance, resignation, termination,  redundancy, end of service payments, bonuses, long-service awards, pension or retirement  benefits or similar payments; (h) in the event Participant is not an employee of the Company, this  Award will not be interpreted to form an employment contract or relationship with the Company;  (i) the value of the Shares may increase or decrease in value and the future value of the underlying  Shares cannot be predicted; and (j) except as otherwise set forth herein, in the event of any  termination of employment (whether or not in breach of local labor laws), Participant’s right to vest  in the Award and receive any Shares will terminate effective as of the date that Participant is no  longer employed and will not be extended by any notice period mandated under local statute,                                          3 





 






 contract or common law; the Committee shall have the exclusive discretion to determine when   Participant is no longer employed for purposes of this Award.          13.  Plan Information.  Participant agrees to receive copies of the Plan, the Plan   prospectus and other Plan information from the Company’s intranet and shareholder information,   including copies of any annual report, proxy statement, Form 10-K, Form 10-Q, Form 8-K and   other information filed with the SEC, from the investor relations section of the Company’s website   at www.BlueLinxCo.com.  Participant acknowledges that copies of the Plan, Plan prospectus,   Plan information and shareholder information are available upon written or telephonic request to   the Company’s Corporate Secretary.          14   Change in Control; Retirement.                (a)  Change in Control.  Upon a Change in Control, if the surviving entity in such   Change in Control does not assume or replace the Award, then unvested Shares subject to the   Award shall immediately become vested and nonforfeitable and subject to settlement and transfer   of Shares under Section 4 as of the date on which the Change in Control occurs based on the   greater of the target performance or the actual performance through the date of the Change in   Control. Payments of the Shares shall be made as provided in Section 4; provided, however, if   the Award is subject to Code Section 409A and the Treasury Regulations and other guidance  promulgated or issued thereunder (“Section 409A”), and if the Change in Control does not   constitute a change in the ownership or effective control of the Company or a change in the   ownership of a substantial portion of the assets of the Company as provided under Section 409A,   the right to the Shares subject to the Award as calculated above shall vest and be nonforfeitable   as of the date of the Change of Control but the settlement and transfer of the Shares (or cash in   lieu of Shares) under Section 4 shall not occur until each Vesting Date or other payment date   under Section 4.  If the surviving entity in the Change in Control assumes or replaces the Award,   and Participant’s employment is subsequently terminated by the Company (or its successor in   the Change in Control) other than for Cause (as defined in Participant’s then-current written   employment agreement, or if no such agreement exists, in any applicable policy or plan of the   Company in existence prior to the date on which the Change in Control occurs), or Participant’s   employment is subsequently terminated for Good Reason (as defined in Participant’s then-current   written employment agreement, or if no such agreement exists, in any applicable policy or plan of   the Company in existence prior to the date on which the Change in Control occurs), in either case   within twenty-four (24) calendar months following the Change in Control, then unvested Shares   subject to the Award shall immediately become vested and nonforfeitable and subject to   settlement and transfer of Shares under Section 4 as of the date on which the termination of   employment occurs, calculated based on the greater of the target performance or the actual   performance through the date of the termination of employment.                (b)  Retirement.  Upon Participant’s Retirement (as defined below), subject to   approval of the Company’s Chief Executive Officer for Participants who are not executive officers,   a pro-rata portion of the Award will become vested, effective as of the Vesting Date and subject   to the achievement of the Performance Measure, with such pro-rata portion being determined by   multiplying (i) the number of Shares subject to the Award, by (ii) a fraction, the numerator of which   is the number of days of employment that the Participant completed during the period beginning   on the Grant Date and ending on the date of Retirement, and the denominator of which is the   number of days beginning on the Grant Date and ending on the third anniversary of the Grant   Date.  The remaining portion of the Award will be forfeited effective as of the date of Retirement.    On the Vesting Date, assuming Participant continues to meet the requirements of Retirement, the   pro-rata portion of the Shares vesting on such Vesting Date will become vested and nonforfeitable                                          4 





 






 and subject to transfer in accordance with Section 4.  For purposes of this Agreement,   “Retirement” means the termination of Participant’s employment by Participant or the Company   when the Company does not have Cause for termination of Participant’s employment (with Cause   as defined in Participant’s then-current written employment agreement, or if no such agreement   exists, in any applicable policy or plan of the Company in existence prior to the date on which the   termination occurs), in or following Participant’s 60th year of life, following the second anniversary   of the Grant Date, when Participant has completed at least seven years of continuous service   with the Company, and under circumstances in which Participant (i) retires from full-time active   employment, and (ii) continues to comply with the provisions of Section 3(b) hereof.  If, prior to   the Vesting Date, the Committee determines that Participant’s retirement no longer constitutes a   Retirement, all then-unvested Shares shall be immediately forfeited.          15.  Clawback Policy.  This Award shall be subject to: (a) the terms and conditions of   any applicable policy of recoupment or recovery of compensation adopted by the Company from   time to time (as such policy may be amended); (b) terms and conditions regarding recoupment or   recovery of compensation in any agreement between the Company or any Subsidiary and   Participant; and (c) the requirements of any applicable law or regulation with respect to the   recoupment or recovery of incentive compensation.  Participant hereby agrees to be bound by   the requirements of this Section 15.  The recoupment or recovery of any portion of the Award (or   vested Shares) that is permitted by any such policy, agreement, law or regulation may be made   by the Company or the Subsidiary that employed Participant.          16.  Complete Agreement.   The Plan and this Agreement constitute the entire   agreement of the parties with respect to the subject matter hereof and supersede in their entirety   all prior undertakings and agreements of the Company and Participant with respect to the subject   matter hereof.  The terms of this Agreement control over any contrary provision in the Plan,   in Participant’s employment agreement with the Company or in any severance plan or   other agreement that applies to Participant.  If Participant is a party to an employment   agreement or severance plan or agreement with the Company and such plan or agreement   includes one or more provisions that specifically applies to equity awards such as this   Award, such provisions of such plan or agreement are hereby superseded and shall not to   apply to this Award.  Acceptance of this Agreement shall be deemed an amendment or   modification of such other plan or agreement solely with respect to this Award.  If provisions   of the Plan and this Agreement conflict, the Plan provisions will govern.          17.  Modification of Agreement.  No provision of this Agreement may be materially   amended or waived unless agreed to in writing and signed by the Committee (or its designee).   Any such amendment to this Agreement that is materially adverse to Participant shall not be  effective unless and until Participant consents, in writing, to such amendment (provided that any  amendment that is required to comply with Code Section 409A shall be effective without consent  unless Participant expressly denies consent to such amendment in writing).  The failure to  exercise, or any delay in exercising, any right, power or remedy under this Agreement shall not  waive any right, power or remedy which the Company has under this Agreement.          18.  Participant Bound by Plan; Successors.  Participant acknowledges receiving,   or being provided with access to, a prospectus describing the material terms of the Plan, and   agrees to be bound by all the terms and conditions of the Plan.  Except as limited by the Plan or   this Agreement, this Agreement is binding on and extends to the legatees, distributees and   personal representatives of Participant and the successors of the Company.                                           5 





 






      19.  Governing Law.  This Agreement has been made in and shall be construed under  and in accordance with the laws of the State of Georgia, without regard to conflict of law  provisions.         20.  Severability.  The provisions of this Agreement are severable and if any one or  more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the  remaining provisions shall nevertheless be binding and enforceable.         21.  Section 409A.               (a)  General.  It is intended that payments under this Agreement will not be  considered nonqualified deferred compensation subject to Section 409A and that such payments  will satisfy the exemption from Section 409A for “short-term deferrals.”  Notwithstanding the  foregoing, if any payment is considered nonqualified deferred compensation, this Agreement and  the payments hereunder will be administered and interpreted to comply with Section 409A,  including, as necessary, by requiring a six-month delay in accordance with Section 21.14 of the  Plan.  For purposes of Section 409A, each payment under this Agreement shall be treated as a  separate payment.  If any payment considered nonqualified deferred compensation is payable  upon a termination of employment, such payment shall be made only if the termination of  employment constitutes a “separation from service” as defined under Section 409A.               (b)  No Representations as to Section 409A Compliance.  Notwithstanding the  foregoing, the Company makes no representation to Participant that the Award and any Shares  issued pursuant to this Agreement are exempt from, or satisfy, the requirements of Section 409A,  and the Company shall have no liability or other obligation to indemnify or hold harmless  Participant or any beneficiary for any tax, additional tax, interest or penalties that Participant or  any beneficiary may incur in the event that any provision of this Agreement, or any amendment  or modification thereof or any other action taken with respect thereto is deemed to violate any of  the requirements of Section 409A.         22.  Consent for Accumulation and Transfer of Data.  Participant consents to the  accumulation and transfer of data concerning him or her and the Award to and from the Company  (and its Subsidiaries) and such other agent as may administer the Plan on behalf of the Company  from time to time. In addition, Participant understands that the Company and its Subsidiaries hold  certain personal information about Participant, including but not limited to his or her name, home  address, telephone number, date of birth, social security number, salary, nationality, job title, and  details of all grants or awards, vested, unvested, or expired (the “personal data”).  Certain  personal data may also constitute “sensitive personal data” within the meaning of applicable local  law. Such data include but are not limited to information described above and any changes thereto  and other appropriate personal and financial data about Participant.  Participant hereby provides  explicit consent to the Company and its Subsidiaries to process any such personal data and  sensitive personal data.  Participant also hereby provides explicit consent to the Company and its  Subsidiaries to transfer any such personal data and sensitive personal data outside the country  in which Participant is employed, and to the United States or other jurisdictions.  The legal persons  for whom such personal data are intended are the Company and its Subsidiaries, any third party  stock plan administrator, and any company providing services to the Company in connection with  compensation planning purposes or the administration of the Plan.         24.  Effectiveness of Agreement.  This Agreement shall not be effective unless and  until Participant and the Company shall have executed this Agreement, as indicated under their  respective signatures set forth on the signature page hereto.                                                    6 





 






 BLUELINX HOLDINGS INC.                                                      _____________   By:                                       Date   Title:                                       By signing below or by accepting this Award as evidenced by electronic means acceptable to the   Committee, Participant hereby (i) acknowledges that a copy of the Plan, the Plan Prospectus and   the Company’s latest annual report to stockholders or annual report on Form 10-K are available  from the Company’s intranet site or upon request, (ii) represents that he or she is familiar with the  terms and provisions of this Agreement and the Plan, and (iii) accepts the award of RSUs subject  to all the terms and provisions of this Agreement and the Plan.  Participant hereby agrees to  accept as binding, conclusive and final all decisions or interpretations of the Committee regarding  any questions arising under the Plan.  Participant authorizes the Company to withhold from any  compensation payable to him including by withholding Shares, in accordance with applicable law,  any taxes required to be withheld by federal, state or local law as a result of the grant or vesting  of the RSUs.                                                                  (Signature)                                  Date                                       (Printed Name)                                                                     7 





 






                         Exhibit A – Performance Measure        The performance measure for the RSUs in the attached Award Agreement is the Company’s   three-year cumulative Adjusted EBITDA (“Performance Measure”).  The RSUs will be earned   based upon the achievement of the Company’s three-year cumulative Adjusted EBITDA target of   $360 million (the “Target Performance”).  The Target Performance will be assessed over the  three-year performance period from the beginning of the Company’s third fiscal quarter of 2019  through the end of the Company’s second fiscal quarter of 2022 (the “Performance Period”).    Upon completion of the Performance Period, the number of Shares subject to the RSUs that are   earned and delivered will be based on the Company’s actual three-year cumulative Adjusted   EBITDA versus the Target Performance for the Performance Period as follows:                                                 Threshold   Target  Maximum       3-year cumulative Adjusted EBITDA ($MM)   $320      $360      $400       % of Target                               89%       100%      111%       Payout % of Target Shares                 50%       100%      125%         1. Payouts will be interpolated for results between the levels shown above.           2. No Shares will be earned if the actual three-year cumulative Adjusted EBITDA is less           than $320 million.    “Adjusted EBITDA” shall mean the Company’s net income plus interest expense and all interest   expense related items, income taxes, depreciation and amortization, and further adjusted to   exclude certain non-cash items and other adjustments to its consolidated net income, as regularly   reported by the Company on a non-GAAP basis. Such non-cash items and adjustments may   include, without limitation, extraordinary compensation expense, and one-time charges   associated with acquisitions or divestitures or restructuring activities.    The Company’s Principal Accounting Officer (“PAO”) shall determine if the Performance Measure   is achieved and at what level of payout within a reasonable period following the end of the   Performance Period. If the PAO determines the Performance Measure is achieved, the   achievement of the Performance Measure and the level of payout shall then be presented to the   Committee for certification.    The Committee shall have discretion to adjust the Performance Measure or to adjust the   calculations of Adjusted EBITDA for unexpected, extraordinary, unusual and/or non-recurring   items, including, without limitation, any acquisitions or divestitures by the Company.                                           8