Exhibit 10.1


 


	 	3000 John Deere Road, Toano, VA 23168


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


www.lumberliquidators.com










 


August 31, 2016


 


 


VIA EMAIL (________)


 


 


Mr. Martin D. Agard


__________


__________


 


		Re:	Offer Letter (revised August 31, 2016)



 


Dear Martin:


 


This letter, revised August 31, 2016, 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”) and replaces all previous offer letters sent to you.
The details of our offer are as follows:


 


		·	Title: Chief Financial Officer



 


		·	Location: Toano, Virginia



 


		·	Reports to: Chief Executive Officer



 


		·	Start Date: September 21, 2016 (unless mutually changed and finalized between you and the
Company)



 


		·	Annual Base Salary: $435,000. Lumber Liquidators currently processes payroll on a weekly
basis.  This schedule is subject to change.  Lumber Liquidators strongly encourages 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 60% 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 2016, any earned bonus payout will be pro-rated based on your date of hire in 2016. 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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		·	Equity: You receive an award of equity with a total cumulative value of $700,000. 
The Company will recommend that 75% of such award be options and 25% be restricted stock.  The valuation of the options will
be made using the Black-Scholes-Merton method as of the date of award and the valuation of the restricted stock will be made using
the fair market value of the shares on the grant date.   Any award will be granted under, subject to and governed by
the Lumber Liquidators Holdings, Inc. Amended and Restated 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 first anniversary of the grant
date, 25% of the grant will vest on each anniversary of the grant date for a period of four (4) years. It is expected that the
Compensation Committee will next award equity three (3) business days after the Company publicly announces its financial results
for Q3-2016, the timing and amount of any such award to you is subject to your actual start date of employment.  You will
not be eligible to receive an annual equity award in 2018 or 2019. The issuance of any annual equity grants in 2020 or thereafter
will be made at the sole discretion of the Compensation Committee and the Board of Directors only after consideration of a recommendation
by the Company and other relevant factors including, but not limited to, a review of your performance to date and the Company’s
financial results. 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 Kohler, WI to the Toano/Richmond/Hampton Roads,
VA area. You will be provided with up to $100,000 (net before reimbursable relocation expenses that are not tax deductible are
grossed up; federal tax gross ups will be at 35%) 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.



 


		·	Severance Benefit: If your employment with Lumber Liquidators is terminated by the Company
without “Cause” (as defined in the applicable agreement) within eighteen (18) months of your actual hire date and provided
you have executed (i) a severance benefit agreement propounded by and acceptable to the Company within 30 days of your actual hire
date, and (ii) a General Release and Waiver as provided in such agreement, 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.



 


		·	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.



 






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		·	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 160 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) executive 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 no later than
September 6, 2016 via email at __________ or confidential fax to __________ . 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.


 


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.


 






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If you have questions regarding any of
the above, please feel free to contact me by telephone at __________ (office) or __________ (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/ Martin D. Agard                                    	Date:  September 5, 2016                       
	                    Martin D. Agard	 




 


 


 


		cc:	John Presley, CEO



 


 


		Attachments:	Confidentiality, Non-Solicitation
and Non-Competition Agreement



Annual
Bonus Plan for Executive Management


Severance
Benefit Agreement (revised August 31, 2016)


Relocation
Policy


Relocation
Expense Agreement (revised August 31, 2016)


 






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