awardagreement-dwightgib






  BLUELINX HOLDINGS INC.  2021 LONG-TERM INCENTIVE PLAN  2021 TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT  Participant: Dwight Gibson  Number of Shares Subject to Award:  86,580   Grant Date:  June 24, 2021  In connection with the hiring of Dwight Gibson (“Participant”) as Chief Executive Officer of  BlueLinx Holdings Inc., a Delaware corporation (the “Company”) and BlueLinx Corporation, a  Georgia corporation, and in accordance with Section 4(d) of the Employment Agreement entered  into between BlueLinx Corporation, the Company and the Participant, effective June 7, 2021 (the  “Employment Agreement”), the Company has granted the 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 BlueLinx Holdings Inc. 2021 Long-Term Incentive Plan (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, if Participant remains employed by  the Company, the RSUs and the right to the Shares shall vest with respect to 43,290 Shares on  June 7, 2022, and 14,430 Shares on each of June 7, 2022, June 7, 2023, and June 7, 2024 (each  such date a “Vesting Date”).   3. Forfeiture of RSUs.  (a) Termination of Employment.  Prior to June 7, 2024, except as otherwise  provided in Section 14(b) and Section 14(c) below, 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) Relocation. Participant shall forfeit all RSUs if he does not relocate to the  Atlanta, Georgia metropolitan area on or before September 1, 2021.   (c) Restrictive Covenants.  Notwithstanding any provision of this Agreement,  if Participant breaches or otherwise fails to comply with the restrictive covenants set forth in the  Employment Agreement or in 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  





 






2  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) each Vesting  Date, Participant’s termination of employment, or 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.  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 4.3 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.  





 






3  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.  For any payment made to Participant in Shares hereunder, generally the  Company will satisfy such tax obligations by withholding and cancelling a number of Shares  having a market value sufficient to satisfy 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.  The Company will withhold the whole number  of Shares sufficient to satisfy the Tax Withholding Amounts and will make a cash payment to  Participant for the difference between the market value of the Shares withheld and the Tax  Withholding Amounts on the payment date specified in Section 4 above (but if this would cause  adverse accounting treatment to the Company then the Company will withhold one fewer Share  and Participant must pay cash to the Company in an amount equal to any withholding due in  excess of the market value of the Shares withheld).  Participant may elect to pay applicable Tax  Withholding Amounts by check rather than by Share withholding as described above.  The  Company will deduct all applicable Tax Withholding Amounts from any payment made to  Participant in cash hereunder.    (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 does not create any contractual or other right to receive future grants of  Shares, or benefits in lieu of Shares; (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 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; (g) the value of the Shares may increase or decrease in value and  the future value of the underlying Shares cannot be predicted; and (h) except as otherwise set  





 






4  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, 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 all 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; provided,  however, if the Award is subject to 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 and the  Treasury Regulations thereunder, the right to the Shares subject to the Award 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 by Participant 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 all unvested Shares subject to the assumed or replaced Award shall immediately  become vested and nonforfeitable and subject to settlement and transfer under Section 4 as of  the date of Participant’s termination of employment.  (b) Retirement.  Upon Participant’s Retirement (as defined below), a pro-rata  portion of the then-unvested portion of the Award will become vested and nonforfeitable and  subject to transfer in accordance with Section 4, effective as of the date of Retirement, with such  pro-rata portion being determined by multiplying (i) the number of then-unvested 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 day following the second anniversary  of the Grant Date and ending on the date of Retirement, and the denominator of which is the  number of days beginning on the day following the second anniversary of the Grant Date and  ending on the final Vesting Date.  The remaining portion of the Award will be forfeited effective as  of the date of Retirement.  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- 





 






5  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 retires from full-time active employment.  (c) Termination without Cause or for Good Reason Outside of a Change in  Control. Prior to a Change in Control, and beginning twenty-four months after a Change in Control,  the RSUs shall be subject to accelerated vesting in the event of a qualifying employment  termination as provided by Section 6(c) and (d) of the Employment Agreement, subject to  Participant’s satisfaction of the separation and release agreement specified in Section 6(e) of the  Employment Agreement, and subject to settlement and transfer under Section 4 as of the date of  Participant’s termination of employment.   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, except that the terms of the Employment Agreement related to accelerated vesting  upon a qualifying employment termination apply to this Agreement as specified in Section 2(c)  above as if stated herein.  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 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.  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.  





 






6  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 21.16 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.  [Signatures on Following Page]     





 






7  BLUELINX HOLDINGS INC.      /s/ Shyam K. Reddy     June 24, 2021_____________  By:  Shyam K. Reddy     Date  Title:  Chief Administrative Officer        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.        /s/ Dwight Gibson     June 24, 2021_____________   Dwight Gibson     Date