Exhibit 10.1


 


LUMBER LIQUIDATORS HOLDINGS,
INC.


 


2011 EQUITY COMPENSATION PLAN


 


(As Amended & Restated
March 24, 2016)


 




     


     


    

 


LUMBER LIQUIDATORS HOLDINGS, INC.


2011 Equity Compensation Plan


(As Amended & Restated March 24, 2016)


 


Table
of Contents


 


	Article I DEFINITIONS	1
	 	 	 
	1.01.	Administrator	1
	1.02.	Agreement	1
	1.03.	Award	1
	1.04.	Board	1
	1.05.	Change in Control	1
	1.06.	Code	2
	1.07.	Committee	2
	1.08.	Common Stock	2
	1.09.	Company	2
	1.10.	Control Change Date	2
	1.11.	Corresponding SAR	2
	1.12.	Exchange Act	2
	1.13.	Fair Market Value	2
	1.14.	Incentive Award	3
	1.15.	Incentive Stock Option	3
	1.16.	Initial Value	3
	1.17.	Non-Employee Director	3
	1.18.	Non-Qualified Stock Option	3
	1.19.	Option	3
	1.20.	Participant	3
	1.21.	Performance Criteria	4
	1.22.	Plan	5
	1.23.	Related Company	5
	1.24.	SAR	5
	1.25.	Stock Award	5
	1.26.	Stock Unit	5
	 	 	 
	Article II PURPOSES	6
	 	 
	Article III ADMINISTRATION	7
	 	 
	Article IV ELIGIBILITY	9
	 	 
	Article V STOCK SUBJECT TO PLAN	10
	 	 	 
	5.01.	Shares Issued	10
	5.02.	Aggregate Limit	10
	5.03.	Individual Annual Limits	10
	5.04.	Reallocation of Shares	10


 




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LUMBER LIQUIDATORS HOLDINGS, INC.


2011 Equity Compensation Plan


(As Amended & Restated March 24, 2016)


 


	Article VI OPTIONS	12
	 	 	 
	6.01.	Award	12
	6.02.	Option Price	12
	6.03.	No Repricing	12
	6.04.	Maximum Option Period	12
	6.05.	Nontransferability	12
	6.06.	Transferable Options	12
	6.07.	Employee Status	13
	6.08.	Exercise	13
	6.09.	Payment	13
	6.10.	Change in Control	14
	6.11.	Stockholder Rights	14
	6.12.	Disposition of Common Stock	14
	 	 	 
	Article VII SARS	15
	 	 	 
	7.01.	Award	15
	7.02.	Maximum SAR Period	15
	7.03.	Nontransferability	15
	7.04.	Transferable SARs	15
	7.05.	Exercise	15
	7.06.	Change in Control	16
	7.07.	Employee Status	16
	7.08.	Settlement	16
	7.09.	Stockholder Rights	16
	 	 	 
	Article VIII STOCK AWARDS	17
	 	 	 
	8.01.	Award	17
	8.02.	Vesting	17
	8.03.	Employee Status	17
	8.04.	Change in Control	17
	8.05.	Stockholder Rights	17
	 	 	 
	Article IX incentive awards	18
	 	 	 
	9.01.	Award	18
	9.02.	Terms and Conditions	18
	9.03.	Payment	18
	9.04.	Nontransferability	18
	9.05.	Transferable Incentive Awards	19
	9.06.	Employee Status	19
	9.07.	Change in Control	19
	9.08.	Stockholder Rights	19


 




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LUMBER LIQUIDATORS HOLDINGS, INC.


2011 Equity Compensation Plan


(As Amended & Restated March 24, 2016)


 


	Article X STOCK UNITS	20
	 	 	 
	10.01.	Award	20
	10.02.	Earning the Award	20
	10.03.	Payment	20
	10.04.	Nontransferability	20
	10.05.	Transferable Stock Units	20
	10.06.	Employee Status	20
	10.07.	Change in Control	21
	 	 	 
	Article XI ADJUSTMENT UPON CHANGE IN COMMON STOCK	22
	 	 
	Article XII COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES	23
	 	 
	Article XIII GENERAL PROVISIONS	24
	 	 	 
	13.01.	Effect on Employment and Service	24
	13.02.	Unfunded Plan	24
	13.03.	Rules of Construction	24
	13.04.	Tax Withholding	24
	13.05.	Section 409A	24
	13.06.	Tax Consequences	25
	13.07.	Clawback	25
	13.08.	Binding Effect	25
	 	 	 
	Article XIV AMENDMENT	26
	 	 
	Article XV DURATION OF PLAN	27
	 	 
	Article XVI EFFECTIVE DATE OF PLAN	28


 




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LUMBER LIQUIDATORS HOLDINGS, INC.


2011 Equity Compensation Plan


(As Amended & Restated March 24, 2016)


 





Article
I

DEFINITIONS


 


		1.01.	Administrator



 


Administrator means
the Committee and any delegate of the Committee that is appointed in accordance with Article III. Notwithstanding the preceding
sentence, “Administrator” means the Board on any date on which there is not a Committee.


 


		1.02.	Agreement



 


Agreement means a written
agreement (including any amendment or supplement thereto) between the Company and a Participant or other documentation specifying
the terms and conditions of an Award granted to such Participant.


 


		1.03.	Award



 


Award means a Stock
Award, Stock Unit, Incentive Award, Incentive Stock Option, Non-Qualified Stock Option or SAR granted to a Participant.


 


		1.04.	Board



 


Board means the Board
of Directors of the Company.


 


		1.05.	Change in Control



 


Change in Control means
any of the following events:


 


(a)         any person,
including a “group” as defined below, acquires ownership of the Common Stock that, together with the Common Stock already
held by such person or group, represents more than 50% of the total fair market value or total voting power of the then outstanding
Common Stock;


 


(b)         any person,
including a “group” as defined below, acquires (or has acquired during the 12-month period ending on the date of the
most recent acquisition by such person or persons) ownership of Common Stock possessing 30% or more of the total voting power of
the Common Stock;


 


(c)         a majority
of members of the Board is replaced during a twelve-month period by directors whose appointment or election is not endorsed by
a majority of the members of the Board prior to such appointment or election; or


 


(d)         any person,
including a “group” as defined below, acquires (or has acquired during the 12-month period ending on the date of the
most recent acquisition by such person or persons) assets from the Company having a total gross fair market value of 40% or more
of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.


 




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LUMBER LIQUIDATORS HOLDINGS,
INC.


2011 Equity Compensation Plan


(As Amended & Restated March 24, 2016)


 


The term “group”
shall have the same meaning as in Section 13(d)(3) of the Securities Act of 1933, modified as may be necessary to comply with
the requirements of Treasury Regulations Section 1.409A-3(i)(5)(v). This definition of “Change of Control” is
intended to satisfy the requirements of Treasury Regulations Section 1.409A-3(i)(5), the terms of which are incorporated herein
by reference.


 


		1.06.	Code



 


Code means the Internal
Revenue Code of 1986, and any amendments thereto.


 


		1.07.	Committee



 


Committee means the
Compensation Committee of the Board.


 


		1.08.	Common Stock



 


Common Stock means
the common stock, par value $0.001, of the Company.


 


		1.09.	Company



 


Company means Lumber
Liquidators Holdings, Inc.


 


		1.10.	Control Change Date



 


Control Change Date
means the date on which a Change in Control occurs. If a Change in Control occurs on account of a series of transactions, the Control
Change Date is the date of the last of such transactions.


 


		1.11.	Corresponding SAR



 


Corresponding SAR means
an SAR that is granted in relation to a particular Option and that can be exercised only upon the surrender to the Company, unexercised,
of that portion of the Option to which the SAR relates.


 


		1.12.	Exchange Act



 


Exchange Act means
the Securities Exchange Act of 1934, as amended from time to time.


 


		1.13.	Fair Market Value



 


Fair Market Value
means, on any given date, the reported “closing” price of a share of Common Stock on the New York Stock Exchange on
such date or, if the Common Stock was not so traded on such date, the reported “closing” price of a shares of Common
Stock on the immediately preceding day on which the Common Stock was so traded.


 




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LUMBER LIQUIDATORS HOLDINGS, INC.


2011 Equity Compensation Plan


(As Amended & Restated March 24, 2016)


 


		1.14.	Incentive Award



 


Incentive Award means
a cash-denominated Award which, subject to the terms and conditions as may be prescribed by the Administrator, entitles the Participant
to receive a payment, in cash or Common Stock, or a combination of cash and Common Stock from the Company.


 


		1.15.	Incentive Stock Option



 


Incentive Stock Option
means an Option intended to qualify as an “incentive stock option” under Section 422 of the Code and related Treasury
Regulations and guidance.


 


		1.16.	Initial Value



 


Initial Value means,
with respect to a Corresponding SAR, the option price per share of the related Option and, with respect to an SAR granted independently
of an Option, the price per share of Common Stock as determined by the Administrator on the date of the grant; provided, however,
that the price per share of Common Stock encompassed by the grant of an SAR shall not be less than Fair Market Value on the date
of grant. Except for an adjustment authorized under Article XII, the Initial Value may not be reduced (by amendment or cancellation
of the sale or otherwise) after the date of grant.


 


		1.17.	Non-Employee Director



 


Non-Employee Director
means a member of the Board or the board of directors of a Related Company who is not also an employee of the Company or a Related
Company.


 


		1.18.	Non-Qualified Stock Option



 


An Option that is not,
or is not intended to be, an Incentive Stock Option.


 


		1.19.	Option



 


Option means a stock
option that entitles the holder to purchase from the Company a stated number of shares of Common Stock at the price set forth in
an Agreement, and includes both an Incentive Stock Option and a Non-Qualified Stock Option.


 


		1.20.	Participant



 


Participant means an
employee of the Company or a Related Company (including an entity that becomes a Related Company after the adoption of this Plan),
a member of the Board or the board of directors of a Related Company or any consultant, advisor, or other key person to the Company
or a Related Company (including a prospective employee, Board member, director, consultant, advisor, or key person) who satisfies
the requirements of Article IV and is selected by the Administrator to receive an Award.


 




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LUMBER LIQUIDATORS HOLDINGS, INC.


2011 Equity Compensation Plan


(As Amended & Restated March 24, 2016)


 


		1.21.	Performance Criteria



 


For purposes of this
Plan, “Performance Criteria” shall mean performance targets based on one or more of the following criteria: (a) earnings
(including operating income, earnings before or after taxes, earnings before or after interest, depreciation, amortization (EBITDA),
or extraordinary or non-recurring items) or book value per share (which may exclude nonrecurring items) or net earnings; (b) pre-tax
income, net income, net operating income, or after-tax income; (c) earnings per share (basic or diluted); (d) sales (net or gross),
sales growth or rate of sales growth; (e) operating profit or gross profit; (f) revenue, revenue growth or rate of revenue growth;
(g) operating margin, gross margin, cash margin, or adjusted pre-tax margin; (h) return on assets (gross or net), return on investment
(including cash flow return on investment), return on capital (including return on total capital or return on invested capital),
return on sales, or return on equity; (i) returns on sales or revenues; (j) financial ratios (including those measuring liquidity,
activity, profitability or leverage); (k) reduction of losses, loss ratios or expense ratios; (l) expense or cost levels; (m) reduction
in fixed costs; (n) operating costs and expenses; (o) cost of capital or assets under management; (p) value of assets; (q) financing
and other capital raising transactions; (r) stock price performance; (s) cash levels, cash flow (before or after dividends), free
cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, cash flow in excess of cost
of capital or cash flow per share (before or after dividends); (t) dividends; (u) implementation or completion of critical projects
or processes; (v) economic value added or created; (w) working capital; (x) stock price or total stockholder return; (y) cost targets,
reductions and savings, productivity and efficiencies; (z) debt reduction, debt leverage (debt to capital) or net debt to EBITDA;
(aa) selling, general and administrative expenses; (bb) stockholders’ equity; (cc) comparable store sales; (dd) performance
of non-comparable stores; (ee) sales per store; (ff) store openings; (gg) aggregate product price and other product measures; (hh)
merchandise inventory levels (including per store); (ii) inventory shrinkage; (jj) average sales ticket; (kk) inventory turnover;
(ll) advertising efficiencies and returns (including advertising expense to sales percentage); (mm) customer traffic, satisfaction
or growth; (nn) occupancy costs (including per square foot of leased premises and as a percentage of sales); (oo) market share;
(pp) market capitalization; (qq) market penetration, (rr) geographic business expansion, (ss) supervision of litigation, (tt) information
technology, (uu) goals relating to acquisitions, divestitures, joint ventures and similar transactions, (vv) budget comparisons;
(ww) human resources and personnel objectives (including recruiting and maintaining personnel, employee diversity goals, employee
satisfaction and human resources management); (xx) productivity improvements; (yy) personal professional objectives (including
any performance criteria set forth in this Section 1.18, the implementation of policies and plans, the negotiation of transactions,
the development of long term business goals, formation of joint ventures, research or development collaborations, and the completion
of other corporate transactions); (zz) funds from operations (FFO) or funds available for distribution (FAD); or (aaa) total enterprise
value. Where applicable, the performance targets may be expressed in terms of attaining a specified level of the particular criteria
or the attainment of a percentage increase or decrease in the particular criteria. If provided in an Agreement, measurement of
Performance Criteria against goals may exclude the impact of charges for restructurings, discontinued operations, extraordinary
items, and other unusual or non-recurring items, and the cumulative effects of accounting changes. Performance Criteria may be
established on a Company-wide basis, with respect to one or more business units, divisions or subsidiaries; and in either absolute
terms or relative to the performance of one or more comparable companies or an index covering multiple companies.


 




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LUMBER LIQUIDATORS HOLDINGS,
INC.


2011 Equity Compensation Plan


(As Amended & Restated March 24, 2016)


 


		1.22.	Plan



 


Plan means the Lumber
Liquidators Holdings, Inc. 2011 Equity Compensation Plan, as Amended & Restated March 24, 2016.


 


		1.23.	Related Company



 


With respect to an
Incentive Stock Option, Related Company means any “subsidiary corporation” within the meaning of Code Section 424(f)
or “parent corporation” within the meaning of Code Section 424(e) with respect to the Company. As to all other Awards,
Related Company means any corporation or other entity in a chain of corporations or other entities in which each corporation or
other entity has a controlling interest in another corporation or other entity in the chain, beginning with the corporation or
other entity in which the Company has a controlling interest. For this purpose, “controlling interest” is intended
to have the same meaning as in Treasury Regulations Section 1.409A-1(b)(5)(iii)(E)(1).


 


		1.24.	SAR



 


SAR means a stock appreciation
right that entitles the holder to receive, with respect to each share of Common Stock encompassed by the exercise of such SAR,
the excess, if any, of the Fair Market Value at the time of exercise over the Initial Value. References to “SARs” include
both Corresponding SARs and SARs granted independently of Options, unless the context requires otherwise.


 


		1.25.	Stock Award



 


Stock Award means Common
Stock awarded to a Participant under Article VIII, including shares issued in settlement of benefit obligations under an incentive
compensation or deferral plan of the Company or any successor thereto.


 


		1.26.	Stock Unit



 


Stock Unit means an
Award, in the amount determined by the Administrator and specified in an Agreement, stated with reference to a specified number
of shares of Common Stock, that entitles the holder to receive a payment for each Stock Unit equal to the Fair Market Value of
a share of Common Stock on the date of payment.


 




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LUMBER LIQUIDATORS HOLDINGS, INC.


2011 Equity Compensation Plan


(As Amended & Restated March 24, 2016)


 





Article
II

PURPOSES


 


The Plan is intended
to assist the Company and its Related Companies in recruiting and retaining individuals with ability and initiative by enabling
such persons to participate in the future success of the Company and its Related Companies and to associate their interests with
those of the Company and its stockholders. The Plan is intended to permit the grant of both Incentive Stock Options and Non-Qualified
Stock Options, and the grant of SARs, Stock Awards, Stock Units and Incentive Awards. No Option that is intended to be an Incentive
Stock Option shall be invalid for failure to qualify as an Incentive Stock Option. The proceeds received by the Company from the
sale of Common Stock pursuant to this Plan shall be used for general corporate purposes.


 




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LUMBER LIQUIDATORS HOLDINGS, INC.


2011 Equity Compensation Plan


(As Amended & Restated March 24, 2016)


 





Article
III

ADMINISTRATION


 


The Plan shall be administered
by the Administrator. The Administrator shall have authority to grant Awards, upon such terms (not inconsistent with the provisions
of this Plan) as the Administrator may consider appropriate. Such terms may include conditions (in addition to those contained
in this Plan) on the exercisability of all or any part of an Option or SAR or on the transferability or forfeitability of a Stock
Award, Stock Unit or Incentive Award, including by way of example and not of limitation, requirements that the Participant complete
a specified period of employment or service with the Company or a Related Company, requirements that the Company achieve a specified
level of financial performance or that the Company achieve a specified level of financial return. Ninety-five percent (95%) of
shares issued pursuant to Options or SARs under the Plan shall be issued pursuant to a minimum vesting period of at least one year;
provided that the Administrator may accelerate the time at which any Option or SAR may be exercised (i) in the case of death, disability
or Change in Control, or (ii) subject to the minimum one-year vesting period set forth above, in circumstances other than death,
disability or Change in Control; and provided further that such discretion may not be exercised with respect to an Award intended
to qualify as “performance-based compensation” under Code Section 162(m) to the extent such discretion would be inconsistent
with Code Section 162(m) and guidance thereunder. The Administrator shall have complete authority to interpret all provisions of
this Plan; to prescribe the form of Agreements; to adopt, amend, and rescind rules and regulations pertaining to the administration
of the Plan; and to make all other determinations necessary or advisable for the administration of this Plan. The express grant
in the Plan of any specific power to the Administrator shall not be construed as limiting any power or authority of the Administrator.
Any decision made, or action taken, by the Administrator in connection with the administration of this Plan shall be final and
conclusive.


 


Neither the Administrator
nor the Committee nor any member of either or any delegate thereof shall be liable for any act, omission, interpretation, construction
or determination made in good faith in connection with the Plan, and the members of the Administrator, Board and the Committee
(and any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any
claim, loss, damage or expense (including, without limitation, reasonable attorney’s fees) arising or resulting therefrom
to the fullest extent permitted by law and/or under any directors’ and officers’ liability insurance coverage which
may be in effect from time to time.


 


All expenses of administering
this Plan shall be borne by the Company, a Related Company or a combination thereof.


 


The Committee, in its
discretion, may delegate to one or more officers of the Company all or part of the Committee’s authority and duties with
respect to grants and awards (i) to individuals who are not subject to the reporting and other provisions of Section 16 of
the Exchange Act and (ii) that are not intended to qualify as “performance-based compensation” for purposes for Code
Section 162(m). The Committee may revoke or amend the terms of a delegation at any time but such action shall not invalidate any
prior actions of the Committee’s delegate or delegates that were consistent with the terms of the Plan.


 




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LUMBER LIQUIDATORS HOLDINGS, INC.


2011 Equity Compensation Plan


(As Amended & Restated March 24, 2016)


 


Any other provision
of this Plan to the contrary notwithstanding, the Committee may, in its discretion, specify that grants and Awards to any United
States national who is employed by the Company or provides services to the Company or a Related Company outside of the United States,
or to any foreign national who is employed by the Company or provides services to the Company or a Related Company, can be made
on such terms and conditions that are different from those specified in the Plan and which, in the judgment of the Committee, are
necessary and desirable to further the purposes of the Plan; other than with respect to (i) the applicable individual limitation
on grants and awards set forth herein; and (ii) the criteria for establishing the Option price described in Article VI or SAR Initial
Value.


 




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LUMBER LIQUIDATORS HOLDINGS, INC.


2011 Equity Compensation Plan


(As Amended & Restated March 24, 2016)


 





Article
IV

ELIGIBILITY


 


Any employee of the
Company, any member of the Board, any employee or director of a Related Company (including a corporation that becomes a Related
Company after the adoption of this Plan) or any consultant, advisor, or other key person to the Company or a Related Company (including
a prospective employee, Board member, director, consultant, advisor, or other key person) is eligible to participate in this Plan
if the Administrator, in its sole discretion, determines that such person has contributed or can be expected to contribute to the
profits or growth of the Company or a Related Company.


 




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LUMBER LIQUIDATORS HOLDINGS, INC.


2011 Equity Compensation Plan


(As Amended & Restated March 24, 2016)


 





Article
V

STOCK SUBJECT TO PLAN


 


		5.01.	Shares Issued



 


Upon the Award of shares
of Common Stock pursuant to a Stock Award or in settlement of an Award of Stock Units or Incentive Awards, the Company may issue
shares of Common Stock from its authorized but unissued Common Stock. Upon the exercise of any Option or SAR, the Company may deliver
to the Participant (or the Participant’s broker if the Participant so directs), shares of Common Stock from its authorized
but unissued Common Stock.


 


		5.02.	Aggregate Limit



 


The maximum aggregate
number of shares of Common Stock that may be issued under this Plan, pursuant to the exercise of SARs and Options (including Incentive
Stock Options and Non-Qualified Stock Options), the grant of Stock Awards and the settlement of Stock Units and Incentive Awards
is 750,000 shares of Common Stock, plus the number of shares of Common Stock available for grant under the Lumber Liquidators Holdings,
Inc. 2011 Equity Compensation Plan immediately prior to the Plan’s approval, as amended and restated herein, by stockholders
in accordance with Article XVI. The maximum aggregate number of shares of Common Stock that may be issued under this Plan shall
be subject to adjustment as provided in Article XI.


 


		5.03.	Individual Annual Limits



 


No participant may
be granted, in a single calendar year, Options, SARs, Stock Awards and Stock Units, in the aggregate, with respect to more than
500,000 (five hundred thousand) shares of Common Stock. For purposes of the foregoing limit, an Option and Corresponding SAR shall
be treated as a single Award. No participant may be granted, in a single calendar year, an Incentive Award for more than $2,000,000
(two million dollars); provided that Non-Employee Directors shall not be eligible for Incentive Awards. Further, no Non-Employee
Director may be granted, in a single calendar year, Options, SARs, Stock Awards and Stock Units, in the aggregate, with respect
to more than 100,000 (one hundred thousand) shares of Common Stock. The foregoing individual annual limits shall be subject to
adjustment as provided in Article XI.


 


		5.04.	Reallocation of Shares



 


(a)          If
an Award under the Plan or an award under the Lumber Liquidators Holdings, Inc. 2007 Equity Compensation Plan (the “2007
Plan”) (or portion thereof) is forfeited, is cancelled, expires, lapses or otherwise is terminated without being exercised
or payment having been made in shares of Common Stock, the shares of Common Stock allocable to the forfeited, cancelled, expired,
lapsed or otherwise terminated Award or 2007 Plan award (or portion thereof) shall again be available for Awards to be granted
under the Plan.


 




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LUMBER LIQUIDATORS HOLDINGS, INC.


2011 Equity Compensation Plan


(As Amended & Restated March 24, 2016)


 


(b)          
Shares of Common Stock that are tendered by a Participant or withheld as full or partial payment of withholding or other taxes
with respect to an Award or as payment for the exercise of an Option, under this Plan or the Prior Plan, shall not be reallocated
to the number of shares of Common Stock available for Awards to be granted under this Plan.


 


(c)          Awards
valued by reference to Common Stock that may be settled in equivalent cash value will count as shares of Common Stock delivered
to the same extent as if the Award were settled in shares of Common Stock. Awards that by their terms do not permit settlement
in shares of Common Stock shall not reduce the number of shares of Common Stock available for issuance under the Plan. Settlement
of Incentive Awards in Shares of Common Stock will reduce the number of shares of Common Stock available for issuance.


 


(d)          Shares
of Common Stock delivered under the Plan in settlement of an Award issued or made (i) upon the assumption, substitution, conversion
or replacement of outstanding awards under a plan or arrangement of an acquired entity or (ii) as a post-transaction grant under
such a plan or arrangement of an acquired entity shall not reduce or be counted against the maximum number of shares of Common
Stock available for delivery under the Plan, to the extent that the exemption for transactions in connection with mergers and acquisitions
from the stockholder approval requirements of the New York Stock Exchange for equity compensation plans applies.


 


(e)          Consistent
with the requirements specified above in this Section 5.03, the Committee may from time to time adopt and observe such procedures
concerning the counting of shares against the Plan maximum as it may deem appropriate, including rules more restrictive than those
set forth above to the extent necessary to satisfy the requirements of any national securities exchange on which the Common Stock
is listed or any applicable regulatory requirement.


 




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LUMBER LIQUIDATORS HOLDINGS, INC.


2011 Equity Compensation Plan


(As Amended & Restated March 24, 2016)


 





Article
VI

OPTIONS


 


		6.01.	Award



 


In accordance with
the provisions of Article IV, the Administrator will designate each individual to whom an Option is to be granted and will specify
the number of shares of Common Stock covered by each such Award.


 


		6.02.	Option Price



 


The price per share
for Common Stock purchased on the exercise of an Option shall be determined by the Administrator on the date of grant, but shall
be not less than the Fair Market Value on the date the Option is granted. 


 


		6.03.	No Repricing



 


Except for an adjustment
authorized under Article XI, or pursuant to prior stockholder approval, the Option price may not be reduced (by amendment or cancellation
of the Option or otherwise) after the Date of Grant.


 


		6.04.	Maximum Option Period



 


The maximum period
in which an Option may be exercised shall be ten years from the date such Option was granted. The terms of any Option may provide
that it has a term that is less than such maximum period.


 


		6.05.	Nontransferability



 


Except as provided
in Section 6.06, each Option granted under this Plan shall be nontransferable except by will or by the laws of descent and distribution.
In the event of any transfer of an Option (by will or by the laws of descent and distribution), the Option and any Corresponding
SAR that relates to such Option must be transferred to the same person or persons or entity or entities. Except as provided in
Section 6.06, during the lifetime of the Participant to whom the Option is granted, the Option may be exercised only by the Participant.
No right or interest of a Participant in any Option shall be liable for, or subject to, any lien, obligation, or liability of such
Participant.


 


		6.06.	Transferable Options



 


Section 6.05 to the
contrary notwithstanding, an Option that is not an Incentive Stock Option may be transferred pursuant to the applicable Agreement,
subject to the applicable securities law requirements as in effect from time to time. The holder of an Option transferred pursuant
to this Section shall be bound by the same terms and conditions that governed the Option during the period that it was held by
the Participant; provided, however, that such transferee may not transfer the Option except by will or the laws of descent and
distribution. In the event of any transfer of an Option (by the Participant or his transferee), the Option and any Corresponding
SAR that relates to such Option must be transferred to the same person or persons or entity or entities.


 




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LUMBER LIQUIDATORS HOLDINGS, INC.


2011 Equity Compensation Plan


(As Amended & Restated March 24, 2016)


 


		6.07.	Employee Status



 


For purposes of determining
the applicability of Code Section 422 (relating to incentive stock options) or in the event that the terms of any Option provide
that it may be exercised only during employment or continued service or within a specified period of time after termination of
employment or service, the Administrator may decide to what extent leaves of absence for governmental or military service, illness,
temporary disability, or other reasons shall not be deemed interruptions of continuous employment or service.


 


		6.08.	Exercise



 


Subject to the provisions
of this Plan, including the minimum vesting period rules set forth in Article III, and the applicable Agreement, an Option may
be exercised in whole at any time or in part from time to time at such times and in compliance with such requirements as the Administrator
shall determine; provided, however, that Incentive Stock Options (granted under the Plan and all plans of the Company and its Related
Companies) may not be first exercisable in a calendar year for stock having a Fair Market Value (determined as of the date an Option
is granted) exceeding the limit prescribed by Code Section 422(d). An Option granted under this Plan may be exercised with respect
to any number of whole shares less than the full number for which the Option could be exercised. A partial exercise of an Option
shall not affect the right to exercise the Option from time to time in accordance with this Plan and the applicable Agreement with
respect to the remaining shares subject to the Option. The exercise of an Option shall result in the termination of any Corresponding
SAR to the extent of the number of shares with respect to which the Option is exercised. No Option may include provisions that
“reload” the Option upon exercise.


 


		6.09.	Payment



 


Payment of the Option
price shall be made in cash or a cash equivalent acceptable to the Administrator, or through a cashless exercise procedure approved
by Administrator involving a securities broker approved by the Administrator. In addition, subject to rules established by the
Administrator (A) unless prohibited in the Option Agreement, payment of all or part of the Option price may be made with
shares of Common Stock including by (i) surrender to the Company of shares of Common Stock, (ii) attestation of Common Stock ownership;
and (B) if provided in the Option Agreement, for Options not intended to be Incentive Stock Options, receipt by the Participant
of fewer shares than would otherwise be issuable on exercise of the option (“net exercise”). If Common Stock is used
to pay all or part of the Option price, the sum of the cash and cash equivalent and the Fair Market Value (determined as of the
day preceding the date of exercise) of the shares surrendered must not be less than the Option price of the shares for which the
Option is being exercised.


 




    	 	13	 



     


    

 


LUMBER LIQUIDATORS HOLDINGS, INC.


2011 Equity Compensation Plan


(As Amended & Restated March 24, 2016)


 


		6.10.	Change in Control



 


Each outstanding Option
shall be exercisable (in whole or in part at the discretion of the holder) to the extent provided in the applicable Agreement in
the event of a separation from service following a Change in Control, unless otherwise provided in such Agreement.


 


		6.11.	Stockholder Rights



 


No Participant shall
have any rights as a stockholder with respect to shares subject to his Option until the date of exercise of such Option.


 


		6.12.	Disposition of Common Stock



 


A Participant shall
notify the Company of any sale or other disposition of Common Stock acquired pursuant to an Option that was an Incentive Stock
Option if such sale or disposition occurs (i) within two years of the grant of an Option or (ii) within one year of the
issuance of the Common Stock to the Participant on exercise of the Option. Such notice shall be in writing and directed to the
Secretary of the Company.


 




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LUMBER LIQUIDATORS HOLDINGS, INC.


2011 Equity Compensation Plan


(As Amended & Restated March 24, 2016)


 





Article
VII

SARS


 


		7.01.	Award



 


In accordance with
the provisions of Article IV, the Administrator will designate each individual to whom SARs are to be granted and will specify
the number of shares covered by each such Award.


 


		7.02.	Maximum SAR Period



 


The maximum period
in which a SAR may be exercised shall be ten years from the date such SAR was granted. The terms of any SAR may provide that it
has a term that is less than such maximum period.


 


		7.03.	Nontransferability



 


Except as provided
in Section 7.04, each SAR granted under this Plan shall be nontransferable except by will or by the laws of descent and distribution.
In the event of any such transfer, a Corresponding SAR and the related Option must be transferred to the same person or persons
or entity or entities. Except as provided in Section 7.04, during the lifetime of the Participant to whom the SAR is granted, the
SAR may be exercised only by the Participant. No right or interest of a Participant in any SAR shall be liable for, or subject
to, any lien, obligation, or liability of such Participant.


 


		7.04.	Transferable SARs



 


Section 7.03 to the
contrary notwithstanding, a corresponding SAR that is not related to an Incentive Stock Option may be transferred pursuant to the
applicable Agreement, subject to applicable securities law requirements as in effect from time to time. The holder of a SAR transferred
pursuant to this Section shall be bound by the same terms and conditions that governed the SAR during the period that it was held
by the Participant; provided, however, that such transferee may not transfer the SAR except by will or the laws of descent and
distribution. In the event of any transfer of a Corresponding SAR (by the Participant or his transferee), the Corresponding SAR
and the related Option must be transferred to the same person or person or entity or entities.


 


		7.05.	Exercise



 


Subject to the provisions
of this Plan, including the minimum vesting period rules set forth in Article III, and the applicable Agreement, an SAR may be
exercised in whole at any time or in part from time to time at such times and in compliance with such requirements as the Administrator
shall determine; provided, however, that a Corresponding SAR that is related to an Incentive Stock Option may be exercised only
to the extent that the related Option is exercisable and only when the Fair Market Value exceeds the option price of the related
Option. An SAR granted under this Plan may be exercised with respect to any number of whole shares less than the full number for
which the SAR could be exercised. A partial exercise of an SAR shall not affect the right to exercise the SAR from time to time
in accordance with this Plan and the applicable Agreement with respect to the remaining shares subject to the SAR. The exercise
of a Corresponding SAR shall result in the termination of the related Option to the extent of the number of shares with respect
to which the SAR is exercised. No Corresponding SARs (under all incentive stock option plans of the Company and its Related Companies)
that are related to Incentive Stock Options may first be exercisable in any calendar year for stock having an aggregate Fair Market
Value (determined as of the date the related Option is granted) that exceeds the limit prescribed by Code Section 422(d).


 




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LUMBER LIQUIDATORS HOLDINGS, INC.


2011 Equity Compensation Plan


(As Amended & Restated March 24, 2016)


 


		7.06.	Change in Control



 


Each outstanding SAR
shall be exercisable (in whole or in part at the discretion of the holder) to the extent provided in the applicable Agreement in
the event of a separation from service following a Change in Control, unless otherwise provided in such Agreement.


 


		7.07.	Employee Status



 


If the terms of any
SAR provide that it may be exercised only during employment or continued service or within a specified period of time after termination
of employment or service, the Administrator may decide to what extent leaves of absence for governmental or military service, illness,
temporary disability or other reasons shall not be deemed interruptions of continuous employment or service.


 


		7.08.	Settlement



 


At the Administrator’s
discretion, the amount payable as a result of the exercise of an SAR may be settled in cash, Common Stock, or a combination of
cash and Common Stock. A fractional share will not be deliverable upon the exercise of a SAR, and any such fractional share shall
be disregarded.


 


		7.09.	Stockholder Rights



 


No Participant shall,
as a result of receiving an SAR, have any rights as a stockholder of the Company until the date that the SAR is exercised and then
only to the extent that the SAR is settled by the issuance of Common Stock.


 




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LUMBER LIQUIDATORS HOLDINGS, INC.


2011 Equity Compensation Plan


(As Amended & Restated March 24, 2016)


 





Article
VIII

STOCK AWARDS


 


		8.01.	Award



 


In accordance with
the provisions of Article IV, the Administrator will designate each individual to whom a Stock Award is to be made and will specify
the number of shares of Common Stock covered by each such Award


 


		8.02.	Vesting



 


The Administrator,
on the date of the Award, may prescribe that a Participant’s rights in a Stock Award shall be forfeitable or otherwise restricted
for a period of time or subject to such other conditions as may be set forth in the Agreement. By way of example and not of limitation,
the restrictions may postpone transferability of the shares or may provide that the shares will be forfeited if the Participant
separates from the service of the Company and its Related Company before the expiration of a stated period, or if the Company,
a Related Company, the Company and its Related Companies or the Participant fails to achieve stated performance objectives, including
performance objectives stated with reference to Performance Criteria.


 


		8.03.	Employee Status



 


In the event that the
terms of any Stock Award provide that shares may become transferable and nonforfeitable thereunder only after completion of a specified
period of employment or service, the Administrator may decide in each case to what extent leaves of absence for governmental or
military service, illness, temporary disability, or other reasons shall not be deemed interruptions of continuous employment or
service.


 


		8.04.	Change in Control



 


Each outstanding Stock
Award shall be transferable and nonforfeitable to the extent provided in the applicable Agreement in the event of a separation
from service following a Change in Control, unless otherwise provided in such Agreement.


 


		8.05.	Stockholder Rights



 


Prior to their forfeiture,
if provided in an Agreement, and while the shares of Common Stock granted pursuant to the Stock Award may be forfeited
or are nontransferable, a Participant will have all the rights of a stockholder with respect to a Stock Award, including the right
to receive dividends and vote the shares; provided, however, that during such period (i) a Participant may not sell, transfer,
pledge, exchange, hypothecate, or otherwise dispose of shares of Common Stock granted pursuant to a Stock Award, (ii) the Company
shall retain custody of the certificates evidencing shares of Common Stock granted pursuant to a Stock Award or the Company’s
transfer agent will hold the awarded shares in a book entry account for the benefit of the Participant, the terms of which account
shall restrict the transferability of shares held in the account until the awarded shares are transferable and are no longer forfeitable
and (iii) the Participant will deliver to the Company a stock power, endorsed in blank, with respect to each Stock Award.
Unless the Agreement otherwise provides, dividends paid with respect to a Stock Award in the form of Common Stock shall
become transferable and nonforfeitable at the same time as the underlying Stock Award (or portion thereof) becomes transferable
and nonforfeitable. The limitations set forth in the preceding sentences shall not apply after the shares of Common Stock granted
under the Stock Award are transferable and are no longer forfeitable.


 




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LUMBER LIQUIDATORS HOLDINGS, INC.


2011 Equity Compensation Plan


(As Amended & Restated March 24, 2016)


 





Article
IX

incentive awards


 


		9.01.	Award



 


The Administrator shall
designate Participants to whom Incentive Awards are made. All Incentive Awards shall be finally determined exclusively by the Administrator
under the procedures established by the Administrator. Non-Employee Directors shall not be eligible to receive Incentive Awards.


 


		9.02.	Terms and Conditions



 


The Administrator,
at the time an Incentive Award is made, shall specify the terms and conditions that govern the Award. The Administrator may grant
Incentive Awards as part of another plan or program, such as an annual bonus program, provided the applicable terms of this Plan
are satisfied. Such terms and conditions shall prescribe that the Incentive Award shall be earned only if, and to the extent that,
performance objectives are satisfied. The restrictions set forth in the Agreement must include the attainment of performance objectives,
including performance objectives stated with reference to Performance Criteria. By way of example and not of limitation, the performance
objectives may provide that the Incentive Award will be earned only if the Company, a Related Company or the Company and its Related
Companies or the Participant achieves stated objectives, including objectives stated with reference to Performance Criteria. The
Administrator, at the time an Incentive Award is made, shall also specify when amounts shall be payable under the Incentive Award.
Notwithstanding the preceding sentences of this Section 9.02, the Administrator may reduce the duration of the performance period
and may adjust the performance objectives for outstanding Incentive Awards in connection with a Participant’s death or disability
or a Change in Control, but only to the extent permitted by Code Section 162(m) and guidance thereunder in the case of Incentive
Awards intended to qualify as “performance-based compensation” for purposes of Code Section 162(m).


 


		9.03.	Payment



 


In the discretion of
the Administrator, the Award payable when an Incentive Award is earned may be settled in cash, by the issuance of Common Stock,
or a combination of cash and Common Stock.


 


		9.04.	Nontransferability



 


Except as provided
in Section 9.05, Incentive Awards granted under this Plan shall be nontransferable except by will or by the laws of descent and
distribution. No right or interest of a Participant in an Incentive Award shall be liable for, or subject to, any lien, obligation,
or liability of such Participant.


 




    	 	18	 



     


    

 


LUMBER LIQUIDATORS HOLDINGS, INC.


2011 Equity Compensation Plan


(As Amended & Restated March 24, 2016)


 


		9.05.	Transferable Incentive Awards



 


Section 9.04 to the
contrary notwithstanding, an Incentive Award may be transferred pursuant to the applicable Agreement, subject to applicable securities
law requirements as in effect from time to time. The holder of an Incentive Award transferred pursuant to this Section shall be
bound by the same terms and conditions that governed the Incentive Award during the period that it was held by the Participant;
provided, however, that such transferee may not transfer the Incentive Award except by will or the laws of descent and distribution.


 


		9.06.	Employee Status



 


If the terms of an
Incentive Award provide that a payment will be made thereunder only if the Participant completes a stated period of employment
or service, the Administrator may decide to what extent leaves of absence for governmental or military service, illness, temporary
disability or other reasons shall not be deemed interruptions of continuous employment or service.


 


		9.07.	Change in Control



 


Each outstanding Incentive
Award shall be earned to the extent provided in the applicable Agreement in the event of a separation from service following a
Change in Control, unless otherwise provided in such Agreement.


 


		9.08.	Stockholder Rights



 


No Participant shall,
as a result of receiving an Incentive Award, have any rights as a stockholder of the Company or any Related Company on account
of such Award until, and except to the extent that, the Incentive Award is earned and settled in shares of Common Stock.


 




    	 	19	 



     


    

 


LUMBER LIQUIDATORS HOLDINGS, INC.


2011 Equity Compensation Plan


(As Amended & Restated March 24, 2016)


 





Article
X

STOCK UNITS


 


		10.01.	Award



 


In accordance with
the provisions of Article IV, the Administrator will designate each individual to whom an Award of Stock Units is to be made and
will specify the number of Stock Units covered by such Awards.


 


		10.02.	Earning the Award



 


The Administrator,
on the date of grant of the Award, may prescribe that the Stock Units or a portion thereof, will be earned, and the Participant
will be entitled to receive a payment pursuant to the Award of Stock Units, only upon the satisfaction of performance objectives
or such other criteria as may be prescribed by the Administrator and set forth in the Agreement. If divided equivalents are provided
for under the Agreement, such dividend equivalents shall be subject to the same conditions on entitlement to payment as the underlying
Stock Unit Award or portion thereof.


 


		10.03.	Payment



 


In accordance with
the Agreement, the amount payable when an award of Stock Units is earned may be settled in cash, Common Stock or a combination
of cash and Common Stock. A fractional share shall not be deliverable when an Award of Stock Units is earned, and any such fractional
share shall be disregarded.


 


		10.04.	Nontransferability



 


Except as provided
in Section 10.05, Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of a Stock Unit Award
other than by will or the laws of descent and distribution. The limitations set forth in the preceding sentence shall not apply
to Common Stock issued as payment pursuant to a Stock Unit Award.


 


		10.05.	Transferable Stock Units



 


Section 10.04 to the
contrary notwithstanding, an award of Stock Units may be transferred pursuant to the applicable Agreement, subject to applicable
securities law requirements as in effect from time to time. The holder of Stock Units transferred pursuant to this Section shall
be bound by the same terms and conditions that governed the Stock Units during the period that they were held by the Participant;
provided, however that such transferee may not transfer Stock Units except by will or the laws of descent and distribution.


 


		10.06.	Employee Status



 


In the event that the
terms of any Stock Unit award provide that no payment will be made unless the Participant completes a stated period of employment
or service, the Administrator may decide to what extent leaves of absence for government or military service, illness, temporary
disability, or other reasons shall not be deemed interruptions of continuous employment or service.


 




    	 	20	 



     


    

 


LUMBER LIQUIDATORS HOLDINGS, INC.


2011 Equity Compensation Plan


(As Amended & Restated March 24, 2016)


 


		10.07.	Change in Control



 


Each outstanding Stock
Unit shall be earned to the extent provided in the applicable Agreement in the event of a separation from service following a Change
in Control, unless otherwise provided in such Agreement.


 




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LUMBER LIQUIDATORS HOLDINGS, INC.


2011 Equity Compensation Plan


(As Amended & Restated March 24, 2016)


 





Article
XI

ADJUSTMENT UPON CHANGE IN COMMON STOCK


 


The maximum number
of shares and type of securities as to which Awards may be granted under this Plan, the terms of outstanding Awards, and the individual
annual limitations on the number of shares of Common Stock or value for which Awards may be granted or settled shall be adjusted
as the Committee shall determine to be equitably required in the event that (a) the Company (i) effects one or more stock
dividends, stock split-ups, subdivisions or consolidations of shares or (ii) engages in a transaction to which Code Section 424
applies, or (b) there occurs any other event which, in the judgment of the Committee necessitates such action. Any determination
made under this Article XI by the Committee shall be final and conclusive.


 


The issuance by the
Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or
for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefore, or upon conversion
of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the maximum number of shares as to which Awards may be granted, the per individual
limitations on the number of shares of Common Stock for which Awards may be granted or the terms of outstanding Awards.


 


The Committee may make
Awards in substitution for performance shares, phantom shares, stock awards, stock options, stock appreciation rights, stock units,
or similar awards held by an individual who becomes an employee or other service provider of the Company or a Related Company in
connection with a transaction or event described in the first paragraph of this Article XI. Notwithstanding any provision of the
Plan (other than the limitations of Section 5.02), the terms of such substituted Awards shall be as the Committee, in its discretion,
determines is appropriate.


 


The Committee shall
adjust performance goals established with respect to Performance Criteria (“Performance Goals”) (either up or down)
and the level of an Award (intended to be performance-based compensation under Code Section 162(m)) that a Participant may earn
under this Plan, but only to the extent permitted pursuant to Code Section 162(m), if the Committee determines that the occurrence
of external changes or other unanticipated business conditions have materially affected the fairness of the goals and have unduly
influenced the Company’s ability to meet them, including without limitation, events such as material acquisitions, changes
in the capital structure of the Company, and extraordinary accounting changes. In addition, unless the Agreement otherwise provides,
performance goals established with respect to Performance Criteria and Awards conditioned on attainment thereof shall be calculated
without regard to any changes in accounting standards that may be required by the Financial Accounting Standards Board after such
performance goals are established.


 




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LUMBER LIQUIDATORS HOLDINGS, INC.


2011 Equity Compensation Plan


(As Amended & Restated March 24, 2016)


 





Article
XII

COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES


 


No Option or SAR shall
be exercisable, no Common Stock shall be issued, no certificates for shares of Common Stock shall be delivered, and no payment
shall be made under this Plan except in compliance with all applicable federal and state laws and regulations (including, without
limitation, withholding tax requirements), any listing agreement to which the Company is a party, and the rules of all domestic
stock exchanges on which the Company’s shares may be listed. The Company shall have the right to rely on an opinion of its
counsel as to such compliance. Any share certificate issued to evidence Common Stock when a Stock Award is granted, Incentive Award
or Stock Unit is settled or for which an Option or SAR is exercised may bear such legends and statements as the Administrator may
deem advisable to assure compliance with federal and state laws and regulations. No Option or SAR shall be exercisable, no Stock
Award, Stock Unit or Incentive Award shall be granted, no Common Stock shall be issued, no certificate for shares shall be delivered,
and no payment shall be made under this Plan until the Company has obtained such consent or approval as the Administrator may deem
advisable from regulatory bodies having jurisdiction over such matters.


 




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LUMBER LIQUIDATORS HOLDINGS, INC.


2011 Equity Compensation Plan


(As Amended & Restated March 24, 2016)


 





Article
XIII

GENERAL PROVISIONS


 


		13.01.	Effect on Employment and Service



 


Neither the adoption
of this Plan, its operation, nor any documents describing or referring to this Plan (or any part thereof), shall confer upon any
individual any right to continue in the employ or service of the Company or a Related Company or in any way affect any right or
power of the Company or a Related Company to terminate the employment or service of any individual at any time with or without
assigning a reason therefore.


 


		13.02.	Unfunded Plan



 


The Plan, insofar as
it provides for grants, shall be unfunded, and the Company shall not be required to segregate any assets that may at any time be
represented by grants under this Plan. Any liability of the Company to any person with respect to any grant under this Plan shall
be based solely upon any contractual obligations that may be created pursuant to this Plan. No such obligation of the Company shall
be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company.


 


		13.03.	Rules of Construction



 


Headings are given
to the Articles and Sections of this Plan solely as a convenience to facilitate reference. The reference to any statute, regulation,
or other provision of law shall be construed to refer to any amendment to or successor of such provision of law.


 


		13.04.	Tax Withholding



 


Each Participant shall
be responsible for satisfying any income and employment tax withholding obligation attributable to participation in this Plan.
In accordance with procedures established by the Administrator, a Participant may surrender shares of Common Stock, or receive
fewer shares of Common Stock than otherwise would be issuable, (i) in satisfaction of all or part of Participant’s minimum
statutorily required withholding obligation, or (ii) in satisfaction of withholding for Participant at such other rate as may be
permitted, consistent with equity classification, under FASB ASC Topic 718 – Compensation – Stock Compensation.


 


		13.05.	Section 409A



 


This Plan is intended
to provide compensation that is exempt from or that complies with Code Section 409A and guidance thereunder (“Section 409A”),
and the Plan’s terms and the terms of any Agreement shall be construed in a manner that is compliant with or exempt from
the application of Section 409A, as appropriate. For purposes of Section 409A, each payment under this Plan shall be deemed to
be a separate payment.


 




    	 	24	 



     


    

 


LUMBER LIQUIDATORS HOLDINGS, INC.


2011 Equity Compensation Plan


(As Amended & Restated March 24, 2016)


 


Notwithstanding any
provision of this Plan or an Agreement to the contrary, to the extent that any payments are subject to Section 409A, if the Participant
is a “specified employee” within the meaning of Section 409A as of the date of the Participant’s termination
of employment and the Company determines, in good faith, that immediate payment of any amounts or benefits under this Plan would
cause a violation of Section 409A, then any amounts or benefits payable under this Plan upon the Participant’s “separation
from service” within the meaning of Section 409A which (i) are subject to the provisions of Section 409A; (ii) are not otherwise
exempt from Section 409A; and (iii) would otherwise be payable during the first six-month period following such separation from
service, shall be paid on the first business day next following the earlier of (1) the date that is six months and one day following
the Participant’s separation from service or (2) the date of the Participant’s death.


 


		13.06.	Tax Consequences



 


Nothing in this Plan
or an Agreement shall constitute a representation by the Company to a Participant regarding the tax consequences of any Award received
by a Participant under this Plan. Although the Company may endeavor to (i) qualify an Award for favorable federal tax treatment
or (ii) avoid adverse tax treatment (e.g., under Section 409A), the Company makes no representation to that effect and expressly
disavows any covenant to maintain favorable tax treatment. The Company shall be unconstrained in its corporate activities without
regard to the potential negative tax impact on holders of Awards under this Plan.


 


		13.07.	Clawback



 


Any Award granted pursuant
to this Plan is subject to such deductions, repayment and clawback as may be required by any applicable 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) and as set forth in the applicable Agreement. A Participant’s acceptance of any Award
granted pursuant to this Plan constitutes acceptance of the repayment provisions described in this Section.


 


		13.08.	Binding Effect



 


The terms of this Plan
and each Award granted hereunder shall be binding upon and inure to the benefit of legatees, distributees, and personal representatives
of Participants and the successors of the Company and any Related Company.


 




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LUMBER LIQUIDATORS HOLDINGS, INC.


2011 Equity Compensation Plan


(As Amended & Restated March 24, 2016)


 





Article
XIV

AMENDMENT


 


The Board may amend
or terminate this Plan from time to time; provided, however, that no amendment may become effective until stockholder approval
is obtained if required by applicable law or any exchange on which the Common Stock is listed. No amendment shall, without a Participant’s
consent, adversely affect any rights of such Participant under any Award outstanding at the time such amendment is made.


 




    	 	26	 



     


    

 


LUMBER LIQUIDATORS HOLDINGS, INC.


2011 Equity Compensation Plan


(As Amended & Restated March 24, 2016)


 





Article
XV

DURATION OF PLAN


 


No Award may be granted
under this Plan more than ten years after the earlier of the date the Plan, as hereby amended and restated, is adopted by the Board
or approved by stockholders in accordance with Article XVI. Awards granted before that date shall remain valid in accordance with
their terms.


 




    	 	27	 



     


    

 


LUMBER LIQUIDATORS HOLDINGS, INC.


2011 Equity Compensation Plan


(As Amended & Restated March 24, 2016)


 





Article
XVI

EFFECTIVE DATE OF PLAN


 


Options, SARs, Incentive
Awards, and Stock Units may be granted under this Plan upon its adoption by the Board, provided that no Option, SAR, Incentive
Award, or Stock Units shall be exercisable or shall be settled unless this Plan is approved by a majority of the votes cast by
the Company’s stockholders, voting either in person or by proxy, at a duly held stockholders’ meeting at which a quorum
is present. Stock Awards may be granted under this Plan upon the later of its adoption by the Board or its approval by stockholders
in accordance with the preceding sentence.


 




    	 	28