a2021directorrsuawardfor






1   Restricted Stock Unit Agreement for Directors Pursuant to the  BlueLinx Holdings Inc. 2021 Long-Term Incentive Plan    _____________________________________________________________________________________    THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made effective as of      (the “Date of Grant”), by and between BlueLinx Holdings Inc., a Delaware corporation (the  “Company”), and     (the “Participant”).    Recitals    A. The Company desires to provide the Participant with Restricted Stock Units (“Units”) of  the Company to carry out the purposes of the Company’s 2021 Amended and Restated Long-Term  Incentive Plan, as may be amended from time to time (the “Plan”), a copy of which has been made available  to the Participant and the terms of which are incorporated by reference herein and shall be considered a part  of this Agreement.    B. The Plan provides that each grant under the Plan is to be evidenced by a written agreement  setting forth the terms and conditions of the grant.    C. All terms used herein that are defined in the Plan have the same meaning given them in the  Plan.    ACCORDINGLY, in consideration of the promises and of the mutual covenants and agreements  contained herein, the Company and the Participant hereby agree as follows:    1. Grant of Restricted Stock Units. Subject to the terms and provisions of this Agreement  and the Plan, the Company granted to the Participant, as of the Date of Grant, [________] Units, each Unit  corresponding to one share of the common stock, par value $0.01 per share, of the Company (a “Share”).  Each Unit represents an unsecured promise of the Company to deliver, and the right of the Participant to  receive, a Share at the time and on the terms and conditions set forth herein. As a holder of Units, the  Participant has only the right of a general unsecured creditor of the Company. The grant of Units is subject  to the following terms and conditions.    2. Vesting of Units. The Participant shall become vested with respect to one hundred percent  (100%) of the Units on the first anniversary of the Date of Grant (the “Vesting Date”), provided the  Participant has remained continuously in service as a Non-Employee Director of the Company from the  Date of Grant to the Vesting Date. The Participant shall forfeit all unvested Units immediately upon the  Participant ceasing to serve as a Director of the Company for any reason other than the Participant not  standing for re-election by the Company’s stockholders. If the Participant ceases to serve as a Director of  the Company because the Participant does not stand for re-election, the Participant shall vest in a prorated  number of Units calculated by dividing (A) the number of days between the Date of Grant and the  Participant’s last day as a Director of the Company, by (B) 365 days. Notwithstanding any provision in this  Agreement or the Plan to the contrary, in the event of a Change in Control (or any other similar event  determined by the Committee), Units shall only become vested if the Committee, in its sole discretion,  elects to vest the Units or any portion thereof.    3. Settlement of Units. Subject to Section 16, as soon as reasonably practicable (and within  thirty (30) days) after the Vesting Date, the Company shall issue to the Participant one Share for each Unit  





 






2   that has become vested under Section 2 above, subject to the terms of Section 4 below. Notwithstanding  the foregoing, in lieu of delivery of Shares, the Committee may, in its sole and absolute discretion, direct  the Company to pay to the Participant cash in an amount equal to the Fair Market Value of the Share or  Shares that would otherwise be delivered to the Participant.    4. Rights and Restrictions as a Unitholder. The Participant shall have no rights as a  stockholder unless and until the issuance of the Shares upon settlement of the Units, including, without  limitation, the right to vote and the right to receive dividends. The Company may include on any certificates  or notations representing Shares issued pursuant to Units such legends referring to any representations,  restrictions or any other applicable statements as the Company, in its discretion, shall deem appropriate.    5. Nontransferability. Except as provided herein, the Units 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  other than upon the Participant’s  death, to a beneficiary in accordance with the Plan or by will or the laws of descent and distribution. If the  Units are transferred by will or the laws of descent and distribution, the Units must be transferred in their  entirety to the same person or persons or entity or entities. No right or interest of the Participant or any  transferee in the Units shall be subject, in whole or in part, to attachment, execution, or levy of any kind.  Any purported transfer in violation of this section shall be null and void. Notwithstanding the foregoing,  the Participant may transfer the Units to a grantor trust if the Participant completes a transfer form as  provided by the Company, which is accepted by the Company.    6. 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.    7. 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.    8. Notice. Any notice or other communication given pursuant to this Agreement, or in any  way with respect to this grant of Units, shall be in writing and shall be personally delivered or mailed by  United States registered or certified mail, postage prepaid, return receipt requested, to the following  addresses:    If to the Company: BlueLinx Holdings Inc.  1950 Spectrum Circle, Suite 300  Marietta, Georgia 30067  Attention: Vice President – Human Resources    If to the Participant: Address on file with the Company    9. Expenses. Nothing contained in this Agreement shall be construed to impose any liability  on the Company in favor of the Participant for any cost, loss, or expense the Participant may incur in  connection with, or arising out of any transaction under, this Agreement.    





 






3   10. No Continued Service. Nothing in this Agreement or the Plan shall be construed to  constitute or be evidence of an agreement or understanding, express or implied, on the part of the Company  or any Subsidiary or Affiliate of the Company to continue the Participant’s service on the Board of Directors  on any terms or for any specific period of time or at any particular rate of compensation.    11. Complete Agreement, Amendment. This Agreement and the Plan, which by this  reference is hereby incorporated herein in its entirety, contain the entire agreement between the Company  and the Participant with respect to the transactions contemplated hereby and supersede in their entirety all  prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.  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 the Participant shall not be effective unless and until the Participant consents, in writing or by  electronic means, to such amendment (provided that any amendment that is required to comply with Section  409A of the Code 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.    12. Tax Consequences. The Participant acknowledges that (i) there may be tax consequences  upon acquisition or disposition of the Shares issued pursuant to the Units, and (ii) the Participant should  consult a tax adviser prior to such acquisition or disposition. 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 (i) makes 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) does not commit to structure  the terms of the grant or any aspect of this Award to reduce or eliminate Participant’s liability for taxes.    13. Binding Effect. Subject to the limitations stated above and in the Plan, this Agreement  shall be binding upon and inure to the benefit of the distributees, legatees and personal representatives of  the Participant and the successors of the Company.    14. Conflicts. In the event of any conflict between the provisions of the Plan and the provisions  of this Agreement, the provisions of the Plan shall govern. All references herein to the Plan shall mean the  Plan as in effect on the date hereof.    15. Counterparts. This Agreement may be executed in a number of counterparts, each of  which shall be deemed an original, but all of which together shall constitute one in the same instrument.    16. Miscellaneous. The parties agree to execute such further instruments and take such further  actions as may be necessary to carry out the intent of the Plan and this Agreement.    17. 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.    18. Section 409A. This Agreement and this award of Units is intended to comply with Code  Section 409A and the regulations and guidance promulgated thereunder (“Section 409A”). This Agreement  shall be interpreted and administered by the Committee (or its designee) as it determines necessary or  appropriate in accordance with Section 409A to avoid a plan failure under Code Section 409A(a)(1).  Specifically, (i) no payment of Shares that is payable upon the Participant’s termination from service as a  





 






4   director will be payable unless and until the Participant incurs a separation from service as defined in  Section 409A, and (ii) if the Participant is a specified employee as determined under Section 409A, any  settlement of the Units by payment of Shares that is payable upon the Participant’s separation from service,  rather than upon a fixed date or due to death, shall be subject to the six-month delay rules of Section 409A  as specified in Section 21.16 of the Plan. Notwithstanding the preceding, neither the Company nor any  Subsidiary or Affiliate of the Company shall be liable to the Participant or any other person if the Internal  Revenue Service or any court or other authority having jurisdiction over such matter determines for any  reason that any payments hereunder are subject to taxes, penalties or interest as a result of failing to be  exempt from, or comply with, Section 409A of the Code.    19. Other Legal Requirements. This Agreement and the rights of the Participant hereunder  are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as  well as to such rules and regulations as the Committee may adopt for administration of the Plan. In addition,  this Agreement shall be subject to all applicable laws, rules and regulations, and to such approvals by any  governmental agencies or national securities as may be required. The Company shall have no liability to  deliver any Shares under the Plan unless such delivery would comply with all applicable state, federal, and  foreign laws (including, without limitation and if applicable, the requirements of the Securities Act of  1933), and any applicable requirements of any securities exchange or similar entity. By executing and  returning a copy of this Agreement or by accepting this Award as evidenced by electronic means acceptable  to the Committee, the Participant (i) accepts this Award and agrees to be bound by all of the terms of this  Agreement and the Plan, (ii) represents that he or she is familiar with the terms and provisions of this  Agreement and the Plan, (iii) acknowledges availability and accessibility of the Plan document, the Plan  prospectus, and either the Company’s latest annual report to stockholders or annual report on Form 10-K  on the Plan and/or Company websites, and (iv) agrees to accept as binding, conclusive and final all  decisions or interpretations of the Committee regarding any questions arising under the Plan. Participant  understands that he may request paper copies of the foregoing documents by contacting the Company’s  Corporate Secretary.    20. Governing Law. Any issue related to the formation, execution, performance, and  interpretation of this Agreement shall be governed by the laws of the State of Georgia, without regard to  conflict of law provisions.    21. Headings. The section and subsection headings used in this Agreement are for convenient  reference and are not a part of this Agreement.      BlueLinx Holdings Inc.        ___________________________________  Shyam K. Reddy  Chief Administrative Officer, General Counsel and  Corporate Secretary         Participant        





 






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