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                                                                  EXHIBIT 10.4                           EMPLOYMENT AGREEMENT         This Employment Agreement (this “Agreement”) is entered into as of March 2, 2020, to  be effective as of the Effective Date (as defined herein), between BLUELINX CORPORATION,  a  Georgia  corporation  (the “Company”), Kelly  C.  Janzen (“Executive”) and,  as applicable, to  BLUELINX HOLDINGS INC. (“BHI”).                                    RECITALS:         WHEREAS, the Executive agrees to provide services to BHI and the Company as their  Chief Financial Officer, and BHI and the Company in return agree to provide certain compensation  and benefits to Executive; and         WHEREAS,  the  Company  and  Executive  mutually  desire  to  memorialize  the  terms  of  Executive’s employment as Chief Financial Officer of BHI and the Company.         NOW, THEREFORE, in consideration of the mutual covenants contained herein and other  good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,  the parties hereto agree as follows:         1.    Certain  Definitions.  Certain  words  or  phrases  with  initial  capital  letters  not  otherwise defined herein are to have the meanings set forth in Section 8.         2.    Employment.  The Company  shall  employ  Executive,  and  Executive  accepts  employment with the Company upon the terms and conditions set forth in this Agreement for the  period beginning on the Effective Date and ending as provided in Section 5 (the “Employment  Period”).  For the purposes of this Agreement, the “Effective Date” shall be April 13, 2020.         3.    Position and Duties.               (a)   During the Employment Period, Executive shall serve as Chief Financial  Officer of BHI and the Company and shall have the normal duties, responsibilities and authority  of an executive serving in such position, subject to the power of the Chief Executive Officer of  BHI to provide oversight and direction with respect to such duties, responsibilities and authority,  either generally or in specific instances.               (b)   During  the  Employment  Period,  Executive  shall  devote  Executive’s  reasonable best efforts and Executive’s full professional time and attention (except for permitted  vacation periods and reasonable periods of illness or other incapacity) to the business and affairs  of BHI and the Company and their respective subsidiaries and affiliates. Executive shall perform  Executive’s duties and responsibilities to the best of Executive’s abilities in a diligent, trustworthy  and business-like manner.  However, (i) Executive may continue to serve as a member of the board  of directors of the non-profit corporations on which she serves on the Effective Date and may  become a member of the board of directors of any other non-profit corporations so long as doing  so does not create a conflict of interest or interfere with her ability to execute her responsibilities  hereunder, and (ii) Executive may, following the second anniversary of the Effective Date, become  a member of the board of directors of any for-profit corporation so long as doing so does not create  a conflict of interest or interfere with her ability to execute her responsibilities hereunder, and such 





 






membership is approved in advance by the Nominating & Governance Committee of BHI’s Board  of Directors.               (c)   Executive  shall  perform  Executive’s  duties  and  responsibilities from the  Company’s headquarters office in the Atlanta, Georgia metropolitan area (the “Principal Office”).               (d)   Executive as the Chief Financial Officer of BHI shall report to the Chief  Executive  Officer of  BHI;  provided,  however,  consistent  with  such  reporting  relationships,  Executive,  to  the  extent  required  by  applicable  law  or  regulation  or  to  the  extent  required  by  professional  responsibility,  nevertheless  may  provide  information  directly  to  the  Board  of  Directors of both BHI and the Company.         4.    Compensation and Benefits.               (a)   Salary. The  Company  agrees  to  pay  Executive  a  salary  during  the  Employment Period in installments (no less frequently than monthly) based on the Company’s  payroll practices as may be in effect from time to time.  The Executive’s salary is currently set at  the rate of $475,000 (less applicable withholding and other customary payroll deductions) per year  (“Base Salary”).  The Base Salary may be increased at the sole discretion of the Compensation  Committee of BHI’s Board of Directors, but there will not be any decrease in Executive’s Base  Salary.               (b)   Signing  Bonus.  Executive  will  receive $50,000, less  applicable  payroll  deductions, on the first payroll date following her commencement of employment.               (c)   Annual Bonus.  Executive shall be eligible to receive an annual bonus, with  the annual bonus target to be 80% of her then Base Salary (i.e., 80% upon achievement of annual  “target” performance goals), with the “target” based upon satisfaction of performance goals and  bonus criteria to be defined and approved by the Compensation Committee of BHI’s Board of  Directors for each fiscal year.  The Company shall pay any such annual bonus earned to Executive  in accordance with the terms of the applicable bonus plan, but in no event later than March 15 of  the calendar year following the calendar year in which such bonus is earned.  For calendar year  2020, Executive’s annual bonus will be pro-rated to equal 75% of the 2020 bonus performance but  will be no less than $285,000 (75% of her 2020 annual bonus target), and such amount shall be  guaranteed regardless of actual performance as long as Executive remains employed through the  date it is paid, which will be no later than March 15, 2021.               (d)   Long-Term Incentives.  During the Employment Period, the Executive will  be eligible to participate in long term incentive programs of the Company and BHI now or hereafter  made available to similarly situated executives, in accordance with the provisions of the applicable  plan, which may be amended from time to time, and as deemed appropriate by the Compensation  Committee of BHI’s Board of Directors to be applicable to her position as the Chief Financial  Officer.               (e)   Special Equity Grant.  On, or within 5 business days following, the Effective  Date, Executive shall be granted restricted stock units (“RSUs”) for 13,000 shares of BHI common  stock, with half of such RSUs vesting on February 1, 2021, and the remaining half vesting on  February 1, 2022.  If the value of such RSUs on the grant date (determined using the volume                                         2   





 






weighted average price over the 10 trading days prior to the grant date) is less than $200,000,  Executive shall be paid an additional cash amount equal to the difference between $200,000 and  the value of the RSUs, with such cash payment to be included with her first normal salary payment,  less applicable payroll deductions.               (f)   Equity Awards.  Executive shall receive an award of RSUs with a value  equal to 100% of Executive’s Base Salary, which award shall be made at the time and substantially  in  the  form  and  substance  as  2020  equity  awards  granted  to  other  direct  reports  of  the  Chief  Executive  Officer.   Thereafter,  annual  awards  of equity  and  rights  to receive  equity  or  equity  equivalents under the long-term incentive plans of BHI shall be determined in the discretion of the  Compensation Committee of the Board of Directors of BHI and shall be governed by the terms of  the applicable plan.               (g)   Expense Reimbursement.  The Company shall reimburse Executive for all  reasonable and necessary expenses incurred by Executive during the Employment Period in the  course of performing Executive’s duties under this Agreement in accordance with the Company’s  policies  in  effect  from  time  to  time  with  respect  to  travel,  entertainment  and  other  business  expenses.               (h)   Vacation.  Executive shall receive annual paid vacation in accordance with  the Company’s vacation policy applicable to senior executives in the amount of four (4) weeks per  year, prorated for partial years.               (i)   Executive Benefits Package.                       (i)   Executive is entitled during the Employment Period to participate,        on the same basis as the Company’s other senior executives, in the Company’s Standard        Executive  Benefits  Package.  The  Company’s “Standard  Executive  Benefits  Package”        means  those  benefits  (including  insurance,  vacation  and  other  benefits,  but  excluding,        except as hereinafter provided in Section 6, any broad-based severance pay program or        policy of the Company) for which substantially all of the executives of the Company are        from time to time generally eligible, as determined from time to time by the Board.                     (ii)  The  Company  and BHI will  maintain customary  and appropriate        Directors and Officers Liability Coverage for Executive during her Employment Period        and for the 6-year period immediately following her Employment Period, and will afford        Executive the Indemnification set forth in the Amended and Restated Bylaws of BHI, as        may be amended from time to time.               (j)   Additional  Compensation/Benefits.  The  Compensation  Committee  of  BHI’s Board of  Directors, with  input  from  the  Chief  Executive  Officer,  will  determine  any  compensation and benefits to be provided to Executive during the Employment Period by BHI or  the Company in addition to the compensation and benefits set forth in this Agreement.               (k)   Disgorgement  of  Compensation.  If  BHI  or  the  Company  is required  to  prepare an accounting restatement due to material noncompliance by BHI or the Company, as a  result of misconduct, with any financial reporting requirement under the federal securities laws, to  the  extent  required  by  law, Executive  will  reimburse  the  Company  for  (i)  any  bonus  or  other                                         3   





 






incentive-based  or  equity-based  compensation  received  by  Executive  from  the  Company  (including such compensation payable in accordance with this Section 4 and Section 6) during the  12-month period following the first public issuance or filing with the Securities and Exchange  Commission (whichever first occurs) of the financial document embodying that financial reporting  requirement, but only to the extent such compensation would not have been earned in accordance  with  such  restated  financials;  and  (ii)  any  profits  realized  by  Executive  from  the  improper  or  unlawful sale of BHI’s securities during that 12-month period.         5.    Employment Period.               (a)   Subject  to Section  5(b),  the  Employment  Period  will  commence  on  the  Effective Date and will continue until, and will end upon, the first anniversary of the Effective  Date (the “Initial Term”).  The Employment Period shall automatically be extended for successive  one-year terms (each, a “Renewal Term”), unless the Company shall have given Executive written  notice of non-extension at least ninety (90) calendar days prior to the expiration of the Initial Term  or any Renewal Term.               (b)   Notwithstanding  Section  5(a),  the  Employment  Period and  Executive’s  employment will end upon the first to occur of any of the following events:  (i) Executive’s death;  (ii)  the  Company’s  termination  of  Executive’s  employment  on  account  of  Disability;  (iii)  the  Company’s termination of Executive’s employment for Cause (a “Termination for Cause”); (iv)  the Company’s termination of Executive’s employment (A) without Cause or (B) upon expiration  of the Employment Period solely as a result of the Company’s non-renewal as provided in Section  5(a)  (each, a “Termination  without  Cause”); (v)  Executive’s  termination  of  Executive’s  employment for Good Reason (a “Termination for Good Reason”); (vi) Executive’s termination  of Executive’s employment at any time for any reason other than Good Reason (a “Voluntary  Termination”); or (vii) a Change in Control Termination.               (c)   Any termination of Executive’s employment under Section 5(b) (other than  Section 5(b)(i)) must be communicated by a Notice of Termination delivered by the Company or  Executive, as the case may be, to the other party.               (d)   Executive will be deemed to have waived any right to a Termination for  Good  Reason  based  on  the  occurrence  or  existence  of  a  particular  event  or  circumstance  constituting Good Reason unless Executive delivers a Notice of Termination within forty-five (45)  calendar days after the date Executive first becomes aware of such event or circumstance.         6.    Post-Employment Period Payments.               (a)   Except  as  otherwise  provided  in Section 6(c)  below,  at  the  Date  of  Termination, Executive will be entitled to (i) any Base Salary that has accrued but is unpaid, any  annual  bonus  that  has  been  earned  for  the  fiscal  year  prior  to  the  year  in  which  the  Date  of  Termination occurs, but is unpaid, any properly reimbursable expenses that have been incurred but  are unpaid, and any unexpired vacation days that have accrued under the Company’s vacation  policy but are unused, as of the end of the Employment Period, which amount shall be paid in a  lump sum in cash within thirty (30) calendar days of the Date of Termination, in accordance with  the Reimbursement Rules, where applicable, (ii) any plan benefits accrued before the termination                                         4   





 






plus the coverage described in Section 4(i)(ii) plus any benefits that by their terms extend beyond  termination of Executive’s employment (but only to the extent provided in any such benefit plan  in which Executive has participated as a Company employee and excluding, except as hereinafter  provided in Section 6, any Company severance pay program or policy) and (iii) any benefits to  which Executive is entitled in accordance with Part 6 of Subtitle B of Title I of the Employee  Retirement  Income  Security  Act  of  1974,  as  amended  (“COBRA”).  Except  as specifically  described  in  this  Section  6(a)  and  in  the  succeeding  subsections  of  this  Section  6  (under  the  circumstances described in those succeeding subsections), from and after the Date of Termination,  Executive shall cease to have any rights to salary, bonus, expense reimbursements or other benefits  from the Company, BHI or any of their subsidiaries or affiliates.               (b)   If Executive’s employment terminates on account of Executive’s death or  Disability, in  addition  to  the  payments contemplated  in Section  6(a),  the  Company  will  pay  Executive the compensation set forth in Section 6(c)(ii) below and will provide no further benefit  and make no further payments to Executive except as contemplated in Section 6(a).  If Executive’s  employment  terminates  on  account  of  Executive’s  Voluntary  Termination  or  Termination  for  Cause the Company will provide no further benefit and make no further payments to Executive  except as contemplated in Section 6(a).                (c)   If Executive’s employment terminates on account of a Termination without  Cause  or  a  Termination  for  Good  Reason,  neither  of  which  qualifies  as  a  Change  in  Control  Termination,  subject to Section  6(e)  below,  Executive  shall in  addition  to  the  benefits  and  payments described in Section 6(a) be entitled to the following:                     (i)   The Company will pay Executive salary continuance at Executive’s  regular base salary level of $475,000 (or any higher base salary level in effect on the Date of  Termination), less applicable payroll deductions, for one year following the Date of Termination,  through direct deposit to Executive’s currently designated bank account or any other bank account  Executive may designate.  These payments in the total gross amount of $475,000 (or any higher  base salary level in effect at the time of Executive’s Date of Termination) shall be referred to herein  as  “Separation  Pay.”   Separation  Pay  will  be  paid  on  the  Company’s  normal  payroll  dates  beginning on the first payroll date on or after the Date of Termination, provided that no amount  will be paid until the first pay day following the Effective Date of this Agreement, at which time  any missed payments will also be paid;                      (ii)  a pro-rata portion of Executive’s annual bonus as set forth in Section  4(c)  for  the  performance  year  in  which  Executive’s  termination occurs  (the  “Pro-Rata  Bonus  Amount”).  The Pro-Rata Bonus Amount shall be determined by multiplying the amount Executive  would have received based upon performance had employment continued through the end of the  performance  year and  the  performance  criteria  had  been  achieved  at  target by  a  fraction,  the  numerator of which is the number of days Executive was employed by the Company during the  performance year and the denominator of which is the total number of days in the performance  year.  Subject to delay if required under Section 11(a), the Pro-Rata Bonus Amount shall be paid  in a lump sum, less applicable payroll deductions, no later than thirty (30) days after the Date of  Termination;                                          5   





 






                  (iii) continued participation in the Company’s medical and dental plans,  on the same basis as active employees participate in such plans, until the earlier of (1) Executive’s  eligibility for any such coverage under another employer’s medical or dental insurance plans or  (2)  the  date  that  is  one  (1)  year  after  the  Date  of  Termination;  except  that  in  the  event  that  participation in any such plan permitted only by Executive electing continued participation through  COBRA, then assuming Executive timely makes such an election under COBRA, the Company  shall reimburse Executive on a monthly basis in accordance with the Reimbursement Rules for  any COBRA premiums paid by Executive (for Executive and her dependents).  Executive agrees  that the period of coverage under such plans (or the period of reimbursement if participation is  through  COBRA)  shall  count  against  the  plans’ obligation  to  provide  continuation  coverage  pursuant to COBRA; and                     (iv)  to the extent not theretofore paid or provided, any other amounts or  benefits required to be paid or provided or which the Executive is eligible to receive under any  plan, program, policy or practice or contract or agreement of the Company (such other amounts  and benefits shall be hereinafter referred to as the “Other Benefits”).               (d)   If Executive’s employment is terminated on account of a Change in Control  Termination,  subject  to Section  6(e)  below,  Executive  shall  be  entitled  to the  payments  and  benefits described in Section 6(c) except that:                     (i)   the payment called for in Section 6(c)(i) shall be equal to two (2)  times the Executive’s annual Base Salary in effect immediately prior to the Date of Termination,  less applicable payroll deductions;                      (ii)  the time period described in Section 6(c)(iii) shall be eighteen (18)  months instead of one (1) year; and                      (iii) unless expressly provided otherwise to the contrary in any equity  award agreement or plan, all unvested time-vested awards (whether to be settled in cash or stock)  shall  automatically  vest  and  become  non-forfeitable  as  of  the  date  the Separation Agreement  becomes irrevocable.               (e)   The Company shall have no obligation to make any of the payments, or  deliver any of the benefits,  in  accordance with Section 6(c) (other than  clause (iv) therein) or  Section  6(d) if Executive  declines  to  sign  and  return  a Separation Agreement,  or  revokes  the  Separation Agreement or the Separation Agreement does not become effective, within the sixty  (60) calendar days after the Date of Termination.  Notwithstanding any other provision of this  Agreement, any payments to be made, or benefits to be delivered, under this Agreement (other  than the payments required to be made by the Company pursuant to Sections 6(a) and 6(c)(iv))  prior to Executive’s execution of the Separation Agreement and the expiration of the applicable  revocation period, without Executive having elected to revoke same, within the 60-day period after  the  Date  of  Termination,  shall  be  accumulated  and  paid  in  a  lump  sum  or  delivered  after  Executive’s execution of the Separation Agreement and the expiration of the applicable revocation  period, without Executive having elected to revoke same, on the sixtieth (60th) day after the Date  of Termination (except that, if such 60-day period spans more than one (1) calendar year, and the                                          6   





 






payments or benefits constitute deferred compensation subject to Section 409A, the payments shall  be paid, and the benefits delivered, in the subsequent calendar year).                      (f)   Executive is not required to mitigate the amount of any payment or benefit  provided for in this Agreement by seeking other employment or otherwise, and employment of  Executive  after  Termination  shall  not  reduce  any  payment  or  benefit  provided  for  in  this  Agreement, except as described in Section 6(c)(iii).                7.    Competitive Activity; Confidentiality; Non-solicitation.               (a)   Confidential Information and Trade Secrets.                     (i)   The Executive shall hold in a fiduciary capacity for the benefit of  the Company Group all Confidential Information and Trade Secrets.  During and following her  employment, the Executive shall not, without the prior written consent of the Company or BHI or  as may otherwise be required by law or legal process, use, communicate or divulge Confidential  Information other than as necessary to perform her duties for the Company. If the Confidential  Information is deemed a trade secret under Georgia law, then the period for nondisclosure shall  continue  for  the  applicable  period  under  Georgia  Trade  Secret  laws  in  effect  at  the  time  of  Executive’s termination.  In addition, except as necessary to perform her duties for the Company,  during Executive’s employment and thereafter for the applicable period under the Georgia Trade  Secret  laws  in  effect  at  the  time  of  Executive’s  termination,  Executive  will  not,  directly  or  indirectly, transmit or disclose any Trade Secrets to any person or entity, and will not, directly or  indirectly, make use of any Trade Secrets, for himself or any other person or entity, without the  express written consent of the Company.  This provision will apply for so long as a particular  Trade Secret retains its status as a trade secret under applicable law. The protection afforded to  Trade Secrets and/or Confidential Information by this Agreement is not intended by the parties  hereto to limit, and is intended to be in addition to, any protection provided to any such information  under any applicable federal, state or local law.  Pursuant to the Defend Trade Secrets Act of 2016,  Executive understands that: (i) An individual may not be held criminally or civilly liable under  any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (1) in  confidence to a federal, state, or local government official, either directly or indirectly, or to an  attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law;  or (b) is  made in  a complaint  or other document  that is  filed under seal in  a lawsuit  or other  proceeding; and (ii) further, an individual who files a lawsuit for retaliation by an employer for  reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and  use the trade secret information in the court proceeding if the individual: (a) files any document  containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant  to court order.                     (ii)  All files,  records,  documents,  drawings,  specifications,  data,  computer programs, customer or vendor lists, specific customer or vendor information, marketing  techniques,  business  strategies,  contract  terms,  pricing  terms,  discounts  and  management  compensation of the Company, BHI or any of their respective subsidiaries and affiliates, whether  prepared by the Executive in the course of her duties or otherwise coming into the Executive’s  possession, shall remain the exclusive property of the Company, BHI or any of their respective  subsidiaries and affiliates, and the Executive shall not remove any such items from the premises                                         7   





 






of the Company, BHI or any of their respective subsidiaries and affiliates, except in furtherance of  the Executive’s duties.                     (iii) It is understood that while employed by the Company, the Executive  will promptly disclose to the Company in writing, and assign to the Company the Executive’s  interest in any invention, improvement, copyrightable material or discovery made or conceived by  the Executive, either alone or jointly with others, which arises out of the Executive’s employment  (“Executive Invention”).  At the Company’s request and expense, the Executive will reasonably  assist the Company, BHI or any of their respective subsidiaries and affiliates during the period of  the Executive’s employment by the Company and thereafter in connection with any controversy  or legal proceeding relating to an Executive Invention and in obtaining domestic and foreign patent  or other protection covering an Executive Invention.  As a matter of record, Executive hereby  states that she has provided below a list of all unpatented inventions in which Executive owns all  or partial interest. Executive agrees not to assert any right against the Company, BHI or any of  their respective subsidiaries and affiliates with respect to any invention which is not patented or  which is not listed.                     (iv)  As requested by the Company and at the Company’s expense, from  time to time and upon the termination of the Executive’s employment with the Company for any  reason,  the  Executive  will  promptly  deliver  to  the  Company,  BHI  or  any  of  their  respective  subsidiaries  and  affiliates  all  copies  and  embodiments,  in  whatever  form,  of  all  Confidential  Information  in  the Executive’s  possession  or within her control  (including, but  not  limited to,  memoranda,  records,  notes,  plans,  photographs,  manuals,  notebooks,  documentation,  program  listings, flow charts, magnetic media, disks, diskettes, tapes and all other materials containing any  Confidential Information) irrespective of the location or form of such material, including such  information located on Executive’s personal mobile phone, tablet, or laptop computer.  If requested  by the Company, the Executive will provide the Company with written confirmation that all such  materials have been delivered to the Company as provided herein.                     (v)   This  Section  7(a)  is  not  intended  to  restrict  or  limit  any  of  the  protected rights contained in Section 20 of this Agreement in any way.                (b)   Non-Solicitation  of  Protected  Customers.  Executive  understands and  agrees  that the relationship  between the Company Group and each of its  Protected Customers  constitutes a valuable asset of the Company Group and may not be converted to Executive’s own  use.  Executive hereby agrees that, during her employment with the Company and for a period of  two (2)  years following  the  termination  of  the  Executive’s  employment  for  any  reason,  the  Executive  shall  not,  directly  or  indirectly,  on  Executive’s  own  behalf  or  as  a  Principal  or  Representative of any other Person, solicit, divert, take away, or attempt to solicit, divert, or take  away  a  Protected  Customer  with  which  the  Executive  had  contact  while  employed  with  the  Company for the purpose of marketing, selling or providing to the Protected Customer any goods  or services substantially similar to the goods or services provided by the Company Group.               (c)   Non-Solicitation of Employees.  Executive understands and agrees that the  relationship between the Company Group and each of its employees constitutes a valuable asset  of the Company Group and may not be converted to Executive’s own use. Executive hereby agrees  that,  during her employment  and  for  a  period  of two (2)  years following  the  termination  of                                         8   





 






Executive’s  employment  for  any  reason,  the  Executive  shall  not,  directly  or  indirectly,  on  Executive’s own behalf or as a Principal or Representative of any other Person, solicit or induce,  or attempt to solicit or induce, any employee of the Company Group to terminate her employment  with the Company Group or, for a period of no more than six (6) months after a Company Group  employee is no longer employed by any member of the Company Group, to enter into employment  with any other Person that is in competition with the Company Group.                (d)   Non-Solicitation  of  Vendors.  Executive  understands  and  agrees  that  the  relationship between the Company Group and each of its vendors constitutes a valuable asset of  the Company Group and may not be converted to Executive’s own use. Executive hereby agrees  that, during his employment with the Company and for a period of two (2) years following the  termination of the Executive’s employment for any reason, the Executive shall not, directly or  indirectly, on Executive’s own behalf or as a Principal or Representative of any other Person,  solicit, divert,  take away, or attempt to solicit, divert, or take away or induce, any  existing or  prospective  vendor  of  any  member  of  the  Company  Group  to  reduce,  terminate  or  otherwise  negatively alter its relationship with any member of the Company Group.               (e)   Non-Competition.  During Executive’s employment and, if the Executive is  terminated for any reason hereunder, for a period of two (2) years following the termination of the  Executive’s  employment  (the “Restricted  Period”),  Executive shall  not render  services  substantially the same as the services rendered by Executive to the Company Group to any Person  that engages in or owns, invests in any material respect, operates, manages or controls any venture  or  enterprise  which  substantially  engages  or proposes  to  substantially  engage  in Competitive  Services in the Restricted Territory.  Notwithstanding the foregoing, nothing in this Agreement  shall be deemed to prohibit the ownership by Executive of not more than five percent (5%) of any  class  of  securities  of  any  corporation  having  a  class  of  securities  registered  pursuant  to  the  Securities Exchange Act of 1934, as amended.               (f)   Remedies: Specific Performance.  The parties acknowledge and agree that  the Executive’s breach of any of the restrictions set forth in this Section 7 will result in irreparable  and continuing damage to the Company Group for which there may be no adequate remedy at law.   The parties further agree and acknowledge that the Company, and each member of the Company  Group,  as  applicable,  shall  be  entitled  to  equitable  relief,  including  specific  performance  and  injunctive  relief,  as  a  remedy  for  any  such  breach  and  shall  not  be  required  to  post  bond  in  connection with obtaining such relief. Such equitable remedies shall be in addition to any and all  remedies, including damages, available to the Company, or any member of the Company Group,  as applicable, for such breaches by Executive.  In addition, without limiting any of the foregoing  remedies, and except as otherwise required by law, Executive shall not be entitled to any payments  set forth in Section 6 hereof and shall be obligated to repay to the Company the after tax amount  of any payments previously made pursuant to Section 6(b), (c) or (d) hereof if Executive commits  a Material Breach of any of the covenants set forth in this Section 7 and fails to remedy or cure  such Material Breach within fifteen (15) business days after her receipt of written notice thereof  from the Company.  Subject to and without waiver of Executive’s other rights and remedies, if  BHI or the Company or any other member of the Company Group breaches its obligations to  Executive under Section 4 or Section 6, the other covenants set forth in this Section 7 shall have  no further force or effect.                                         9   





 






            (g)   Communication of Section 7 Obligations. During Executive’s employment  and for two (2) years thereafter, Executive will communicate her obligations under this Section 7  to any person, firm, association, partnership, corporation or other entity with which Executive  accepts employment or is considering an offer of employment.               (h)   No Limitation.   The Company’s rights under this Section 7 are in addition  to, and not in lieu of, all other rights the Company may have at law or in equity to protect its  confidential information, trade secrets and other proprietary interests.         8.   Definitions.               (a)   “Cause” means:                     (i)   Executive’s Material  Breach  of  the  duties  and  responsibilities  of  Executive or of any provision of this Agreement, provided, however, that Executive’s engagement  in activities prohibited by Section 7 shall constitute Cause regardless of whether such engagement  constitutes a Material Breach;                     (ii)  Executive’s  (x) conviction of  a  felony  or  (y) conviction of  any  misdemeanor involving willful misconduct (other than minor violations such as traffic violations)  if such misdemeanor causes or is likely to cause material damage to the property, business, or  reputation of BHI or the Company or their respective subsidiaries and affiliates;                     (iii) acts of dishonesty by Executive resulting or intending to result in  personal gain or enrichment at the expense of the Company, BHI or their respective subsidiaries  and affiliates;                     (iv)  conduct by Executive in connection with her duties hereunder that  is fraudulent, unlawful, or willful, and is also materially injurious to the Company, BHI, or their  respective subsidiaries and affiliates;                     (v)   Executive’s failure to cooperate fully, or failure to direct the persons  subject to Executive’s management or direction to cooperate fully, with all corporate investigations  or  independent  investigations  by  the  Company,  BHI  or the  BHI  Board of  Directors,  all  governmental  investigations of the  Company  or  its  subsidiaries  and  affiliates,  and  all  orders  involving  Executive  or  the  Company  (or  its  subsidiaries  and  affiliates)  entered  by  a  court  of  competent jurisdiction; or                     (vi)  Executive’s material violation of BHI’s Code of Conduct (including  as applicable to executive officers), or any successor codes.         Notwithstanding the foregoing, no termination of the Executive’s employment shall be for  Cause until (A) there shall have been delivered to the Executive a copy of a written notice setting  forth the basis for such termination in reasonable detail (the “Cause Notice”) no later than forty- five (45) days after the Company first becomes aware of the facts allegedly constituting Cause,  and (B) the Executive shall have been provided an opportunity to be heard in person by BHI’s  Board of Directors (with the assistance of the Executive’s counsel if the Executive so desires)  following receipt of the Cause Notice.  No act, or failure to act, on the Executive’s part shall be                                         10   





 






considered “willful” unless the Executive has acted or failed to act with a lack of good faith and  with a lack of reasonable belief that the Executive’s action or failure to act was in the best interests  of the Company, BHI, or their respective subsidiaries and affiliates.  Any act, or failure to act,  based upon authority given pursuant to a resolution duly adopted by BHI’s Board of Directors or  the  Board  of  Directors  of  the  Company  or  based  upon  the  advice  of  counsel  for  BHI or  the  Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good  faith  and  in  the  best  interests  of BHI  and the  Company.  Any  termination  of  the  Executive’s  employment by BHI or the Company under this Agreement shall be deemed to be a termination  other than for Cause unless it meets all requirements of this Section 8(a). The Company may not  rely on any evidence allegedly supporting “Cause” unless such evidence is disclosed to Executive  in  the Cause Notice. In  addition,  if a court of  competent  jurisdiction later determines  that the  reason(s) set forth by the Company in the Cause Notice are improper or otherwise do not meet the  definition of Cause set forth in this Section 8(a), the damages to which Executive will be entitled  shall  be  equal  to  the  amounts that  would  have been  paid  to  Executive had Executive been  terminated by the Company without Cause, plus reasonable attorneys’ fees, costs, expenses, and  prejudgment interest; provided, however, if a court of competent jurisdiction determines that the  reason(s) set forth by the Company in the Cause Notice are proper or otherwise meet the definition  of Cause set forth in this Section 8(a), Executive shall reimburse the Company for reasonable  attorneys’ fees, costs and expenses incurred by the Company in connection with such lawsuit.  Finally, Executive shall have thirty (30) calendar days following receipt of the Cause Notice to  address and “cure” any act or omission which might provide the basis for a termination for “Cause”  and, if cured within such 30-day period, such acts or omissions shall not provide the basis for a  termination for “Cause”.  Notwithstanding anything in this Section 8(a) to the contrary, in the  event  the  Company  is  precluded  from  providing  the  Cause  Notice  due  to applicable  law  or  regulation, or an ongoing internal investigation that would be compromised by providing the Cause  Notice, the Company  shall provide the Cause  Notice within ten (10) business  days  after such  impediment to providing the Cause Notice no longer exists.                (b)   “Change in Control” means any of the following events:                     (i)   The  acquisition  by  any  individual,  entity,  or  group  (a “Person”),  including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act,  of beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act,  of fifty percent (50%) or more of either: (i) the then outstanding shares of common stock of BHI  (the “Outstanding BHI Common Stock”), or (ii) the combined voting power of the then outstanding  securities of  BHI entitled to  vote  generally in the election of directors (the “Outstanding  BHI  Voting Securities”); excluding, however, the following:  (A) any acquisition directly from BHI  (excluding any acquisition resulting from the exercise of an exercise, conversion, or exchange  privilege unless the security being so exercised, converted, or exchanged was acquired directly  from BHI); (B) any acquisition by BHI; (C) any acquisition by an employee benefit plan (or related  trust) sponsored or maintained by BHI or any corporation controlled by BHI; or (D) any acquisition  by  any  corporation  pursuant  to  a  transaction  which  complies  with  clauses  (x),  (y),  and  (z)  of  Section 8(b)(iii);                      (ii)  Individuals who, as of the Effective Date, constitute the Board of  Directors of BHI (the “Incumbent Board”) cease for any reason to constitute at least a majority of  such  Board;  provided  that  any  individual  who  becomes  a  director  of  BHI  subsequent  to  the                                         11   





 






Effective Date whose election, or nomination for election by BHI’ s stockholders, was approved  by the vote of at least a majority of the directors then comprising the Incumbent Board shall be  deemed a member of the Incumbent Board; and provided further, that any individual who was  initially elected as a director of BHI as a result of an actual or threatened election contest, as such  terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act, or any  other actual or threatened solicitation of proxies or consents by or on behalf of any Person other  than the Board of Directors of BHI shall not be deemed a member of the Incumbent Board;                     (iii) Consummation of a reorganization, merger, or consolidation of BHI  or  sale  or  other  disposition  of  all  or  substantially  all  of  the  assets  of  BHI  (a “Corporate  Transaction”);  excluding,  however,  a Corporate  Transaction  pursuant  to  which:  (x)  all  or  substantially all of the individuals or entities who are the beneficial owners, respectively, of the  Outstanding BHI Common Stock and the Outstanding BHI Voting Securities immediately prior to  such Corporate Transaction will beneficially own, directly or indirectly, more than sixty percent  (60%) of, respectively, the outstanding shares of common stock, and the combined voting power  of the outstanding securities entitled to vote generally in the election of directors, as the case may  be, of the corporation resulting from such Corporate Transaction (including, without limitation, a  corporation which as a result of such transaction owns BHI or all or substantially all of BHI’s  assets either directly or indirectly) in substantially the same proportions relative to each other as  their  ownership,  immediately  prior  to  such  Corporate  Transaction,  of  the  Outstanding  BHI  Common Stock and the Outstanding BHI Voting Securities, as the case may be; (y) no Person  (other than BHI; any employee benefit plan (or related trust) sponsored or maintained by BHI or  any corporation controlled by BHI; the corporation resulting from such Corporate Transaction;  and  any  Person  which  beneficially  owned,  immediately  prior  to  such  Corporate  Transaction,  directly or indirectly, thirty percent (30%) or more of the Outstanding BHI Common Stock or the  Outstanding  BHI  Voting  Securities,  as  the  case  may  be)  will  beneficially  own,  directly  or  indirectly, thirty percent (30%) or more of, respectively, the outstanding shares of common stock  of the corporation resulting from such Corporate Transaction or the combined voting power of the  outstanding securities of such corporation entitled to vote generally in the election of directors;  and (z) individuals who were members of the Incumbent Board will constitute at least a majority  of  the  members  of  the  board  of  directors  of  the  corporation  resulting  from  such  Corporate  Transaction; or                     (iv)  Approval  by  the  stockholders  of  BHI  of  a  plan  of  complete  liquidation or dissolution of BHI.               (c)   “Change  in Control  Termination” means  termination  of  Executive’s  employment by the Company as a result of a Termination without Cause or by Executive as a  result  of  a  Termination  for  Good  Reason  either  within  (i)  twenty-four  (24)  calendar  months  following a Change in Control or (ii) prior to a Change in Control if Executive’s termination was  either a condition of the Change in Control or was at the request or insistence of a Person (other  than BHI or the Company) related to the Change in Control.               (d)   “Code” means the Internal Revenue Code of 1986, as amended.               (e)   “Company Group” means the Company, BHI, and each of their respective  wholly-owned subsidiaries and affiliates.                                         12   





 






            (f)   “Competitive  Services” means  selling,  marketing,  manufacturing or  distributing products and/or services that are substantially similar to any of those sold, marketed,  distributed, furnished or supplied by the Company during the term of Executive’s employment  with the Company.                (g)   “Confidential  Information” means  knowledge  or  data  relating  to  the  Company Group that is not generally known to persons not employed or otherwise engaged by the  Company  Group,  is  not  generally  disclosed  by  the  Company  Group,  and  is  the  subject  of  reasonable efforts to keep it confidential.  Confidential Information includes, but is not limited to,  information  regarding  product  or  service  cost  or  pricing,  information  regarding  personnel  allocation or organizational structure, information regarding the business operations or financial  performance  of  the  Company  Group,  sales  and  marketing  plans,  and  strategic  initiatives  (independent or collaborative), information regarding existing or proposed methods of operation,  current and future development and expansion or contraction plans, sale/acquisition plans and non- public information concerning the legal or financial affairs of the Company Group.  Confidential  Information does not include information that has become generally available to the public by the  act of one who has the right to disclose such information without violating any right or privilege  of the Company Group.  This definition is not intended to limit any definition of confidential  information or any equivalent term under applicable federal, state or local law.               (h)   “Date of Termination” means (i) if Executive’s employment is terminated  by  the  Company  for  Disability, thirty  (30)  calendar days  after  the  Company  gives  Notice  of  Termination  to  Executive  (provided  that  Executive  has  not  returned  to  the  performance  of  Executive’s duties on a full-time basis during this 30-day period), (ii) if Executive’s employment  is terminated by Executive for Good Reason, the date specified in the Notice of Termination (but  in no event prior to thirty (30) calendar days following the delivery of the Notice of Termination  or more than sixty (60) calendar days following the delivery of the Notice of Termination), (iii) if  Executive’s employment is terminated by Executive for any reason other than Good Reason, the  date  on  which  a  Notice  of  Termination  is  given  to  the  Company;  and  (iv) if  Executive’s  employment is terminated by the Company for any other reason, the date on which a Notice of  Termination is given (except as a result of non-renewal by the Company as provided in Section  5(a), in which event the Date of Termination will be the date of the expiration of the Initial Term  or the Renewal Term, as applicable).  A termination of employment shall not be deemed to have  occurred  for  purposes  of  any  provision  of  this  Agreement  providing  for  the  payment  of  any  amounts or benefits subject to Section 409A of the Code (“Section 409A”) upon or following a  termination of employment unless such termination is also a “separation from service” within the  meaning of Section 409A.               (i)   “Disability” means the determination (1) by the Company, in accordance  with applicable law, based on information provided by a physician selected by the Company or its  insurers and reasonably acceptable to Executive or Executive’s legal representative that, as a result  of  a  physical  or  mental  injury  or  illness,  Executive  has  been  unable  to  perform  the  essential  functions of her job with or without reasonable accommodation for a period of (i) ninety (90)  consecutive calendar days or (ii) one hundred eighty (180) calendar days in any one-year period  or (2) that Executive is currently eligible to receive long-term disability benefits under the long- term  disability  plan  maintained  by  BHI or  the  Company  in  which  Executive  is  a  participant.   Notwithstanding  the  foregoing,  in  the  event  that  as  a  result  of  absence  because  of  mental  or                                         13   





 






physical incapacity the Executive incurs a “separation from service” within the meaning of the  term  under  Section  409A,  the  Executive  shall  on  such  date  automatically  be  terminated  from  employment because of Disability.               (j)   “Exchange Act” means the Securities Exchange Act of 1934, as amended.               (k)   “Good Reason” means, without the consent of Executive, (A) any material  diminution in Executive’s authority, duties or responsibilities that is caused by the Company (it  being understood that changes to reporting structure affecting Executive shall not be deemed a  material diminution of authority, duties or responsibilities so long as Executive’s responsibilities  remain materially consistent with those of Chief Financial Officers of similarly-sized companies);  (B) a material reduction by the Company of Executive’s Base Salary or the target bonus percentage  as set forth in Section 4(c) herein; (C) the Company’s requiring Executive to be based at any office  or location which is a material change in geographic location from the Principal Office as described  in Section 3(c); or (D) any material violation or non-performance by BHI or the Company of the  terms  of  this  Agreement,  which  shall  include  the  Company  knowingly  requiring  Executive  to  perform  any  act  or  omit  to  perform  any  act,  the  performance  or  omission  to  perform  would  constitute a violation of law. Notwithstanding the foregoing, “Good Reason” shall not be deemed  to  exist  for  purposes  of  (A)  through  (D)  if  the  event  or  circumstance  that  constitutes  “Good  Reason”  is  rescinded  or  remedied  by  BHI  or  the  Company  to  the  reasonable  satisfaction  of  Executive within thirty (30) days after receipt of a Notice of Termination.               (l)   “Material Breach” means an intentional act or omission by Executive which  constitutes  substantial  non-performance  of  Executive’s  obligations  under  this  Agreement and  causes material damage to the Company.               (m)   “Notice of Termination” means a written notice that indicates those specific  termination provisions in this Agreement relied upon and that sets forth in reasonable detail the  facts and circumstances claimed to provide a basis for termination of Executive’s employment  under the provision so indicated.  For purposes of this Agreement, no purported termination by  either party is to be effective without a Notice of Termination.               (n)   “Person” means:  any  individual  or  any  corporation,  partnership,  joint  venture, limited liability company, association or other entity or enterprise.               (o)   “Principal  or  Representative” means  a  principal,  owner,  partner,  shareholder, joint venturer, investor, member, trustee, director, officer, manager, employee, agent,  representative or consultant.               (p)   “Protected  Customers” means  any  then-existing  customer  to  whom  the  Company Group sold its products or services at any time during Executive’s employment and with  respect to whom Executive either (i) had business dealings on behalf of the Company Group; or  (ii) supervised or coordinated the dealings between the Company Group and the customer.               (q)   “Reimbursement  Rules” means  the  requirement  that  any  amount  of  expenses eligible for reimbursement under this Agreement be made (i) in accordance with the  reimbursement payment date set forth in the applicable provision of the Agreement providing for  the reimbursement or (ii) where the applicable provision does not provide for a reimbursement                                         14   





 






date, thirty (30) calendar days following the date on which Executive incurs the expense, but, in  each case, no later than December 31 of the year following the year in which the Executive incurs  the related expenses; provided, that in no event shall the reimbursements or in-kind benefits to be  provided by the Company in one taxable year affect the amount of reimbursements or in-kind  benefits to be provided in any other taxable year, nor shall the Executive’s right to reimbursement  or in-kind benefits be subject to liquidation or exchange for another benefit.               (r)   “Restricted Territory” means continental United States of America.               (s)   “Separation Agreement” means  a separation agreement in which the  Company and Executive describe their obligations, as provided in this Agreement, to each other  following Executive’s departure from the Company and which includes, without limitation, an  agreement by Executive not to disparage, and a release by the Executive of claims against, the  Company, its subsidiaries and affiliates, and their officers and directors, and such other terms to  which Executive and Company agree.               (t)   “Trade Secrets” means  all secret, proprietary or confidential information  regarding the Company, BHI or any of their respective subsidiaries and affiliates or that meets the  definition of “trade secrets” within the meaning set forth in O.C.G.A. § 10-1-761.         9.    Executive  Representations.  Executive  represents  to  the  Company  that (a) the  execution, delivery and performance of this Agreement by Executive does not and will not conflict  with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment  or decree to which Executive is a party or by which Executive is bound and (b) upon the execution  and delivery of this Agreement by the Company, this Agreement will be the valid and binding  obligation of Executive, enforceable in accordance with its terms.           10.   Withholding of Taxes.  The Company shall withhold from any amounts payable  under this Agreement all federal, state, city or other taxes that the Company is required to withhold  under any applicable law, regulation or ruling.         11.   Section 409A.               (a)   Notwithstanding any provisions of this Agreement to the contrary, if the  Executive is a “specified employee” (within the meaning of Section 409A and determined pursuant  to procedures adopted by the Company) at the time of her separation from service (within the  meaning of Section 409A) and if any portion of the payments or benefits to be received by the  Executive upon separation from service would be considered deferred compensation under Section  409A (that does not qualify for an exemption from Section 409A), any such deferred compensation  amounts that would otherwise be payable pursuant to this Agreement during the six-month period  immediately following the Executive’s separation from service (the “Delayed Payments”) and any  such benefits that would be deferred compensation and that would otherwise be provided pursuant  to this Agreement (the “Delayed Benefits”) during the six-month period immediately following  the Executive’s separation from service (such period, the “Delay Period”) shall instead be paid or  made available on the earlier of (i) the first business day following the six-month anniversary of  the date of the Executive’s separation from service or (ii) Executive’s death (the applicable date,  the “Permissible Payment Date”).  The Company shall also reimburse the Executive for the after-                                        15   





 






tax cost incurred by the Executive in independently obtaining any Delayed Benefits in accordance  with the Reimbursement Rules (the “Additional Delayed Payments”).               (b)   With respect to any amount of expenses eligible for reimbursement under  Section 6(a), such expenses shall be reimbursed by the Company within thirty (30) calendar days  following the date on which the Company receives the applicable invoice from the Executive but  in no event later than December 31 of the year following the year in which the Executive incurs  the  related  expenses;  provided,  that  with  respect  to  reimbursement  relating  to  the  Additional  Delayed Payments, such reimbursement shall be made on the Permissible Payment Date.  In no  event shall the reimbursements or in-kind benefits to be provided by the Company in one taxable  year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable  year, nor shall the Executive’s right to reimbursement or in-kind benefits be subject to liquidation  or exchange for another benefit.                 (c)   Each  payment  under  this  Agreement  shall  be  considered  a “separate  payment” and not of a series of payments for purposes of Section 409A.               (d)   Any  Delayed  Payments  shall  bear  interest  at  the  United States  5-year  Treasury  Rate  plus  2%,  which  accumulated  interest  shall  be  paid  to  the  Executive  on  the  Permissible Payment Date.         12.   Excess Parachute Payments.               (a)   In  the  event  that  it  shall  be  determined,  based  upon  the  advice  of  the  independent public accountants for BHI or the Company (the “Accountants”), that any payment,  benefit or distribution by the Company, BHI or any of their respective subsidiaries or affiliates (a  “Payment”) constitute “parachute payments” under Section 280G(b)(2) of the Code, as amended,  then, if the aggregate present value of all such Payments (collectively, the “Parachute Amount”)  exceeds 2.99 times the Executive’s “base amount”, as defined in Section 280G(h)(3) of the Code  (the “Executive  Base  Amount”),  the  amounts  constituting “parachute  payments” which  would  otherwise be payable to or for the benefit of Executive shall be reduced to the extent necessary so  that  the  Parachute  Amount  is  equal  to  2.99  times  the  Executive  Base  Amount  (the “Reduced  Amount”); provided that such amounts shall not be so reduced if the Executive determines, based  upon the advice of the Accountants, that without such reduction Executive would be entitled to  receive and retain, on a net after tax basis (including, without limitation, any excise taxes payable  under Section 4999 of the Code), an amount which is greater than the amount, on a net after tax  basis, that the Executive would be entitled to retain upon her receipt of the Reduced Amount.               (b)   If the determination made pursuant to clause (a) of this Section 12 results in  a reduction of the payments that would otherwise be paid to Executive except for the application  of clause (a) of this Section 12, each particular entitlement of Executive shall be eliminated or  reduced as follows:  (i) first all cash payments, pro rata; and then (ii) all remaining benefits, pro  rata.  Within any of these categories, a reduction shall occur first with respect to amounts that are  not deemed to constitute a “deferral of compensation” within the meaning of and subject to Code  Section 409A (“Nonqualified Deferred Compensation”) and then with respect to amounts that are  treated as Nonqualified Deferred Compensation, with such reduction being applied in each case to                                          16   





 






the payments in the reverse order in which they would otherwise be made, that is, later payments  shall be reduced before earlier payments.               (c)   As a result of the uncertainty in the application of Section 280G of the Code  at the time of a determination hereunder, it is possible that payments will be made by the Company  which should not have been made under clause (a) of this Section 12 (“Overpayment”) or that  additional payments which are not made by the Company pursuant to clause (a) of this Section 12  should have been made (“Underpayment”).  In the event that there is a final determination by the  Internal Revenue Service, or a final determination by a court of competent jurisdiction, that an  Overpayment has been made and that repayment will eliminate any excise tax otherwise due under  Section 4999 of the Code, any such Overpayment shall be repaid by Executive to the Company  together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.   In  the  event  that  there  is  a  final  determination  by  the  Internal  Revenue  Service,  a  final  determination by a court of competent jurisdiction or a change in the provisions of the Code or  regulations pursuant to which an Underpayment arises, any such Underpayment shall be promptly  paid by the Company to or for the benefit of Executive, together with interest at the applicable  Federal rate provided for in Section 7872(f)(2) of the Code.         13.   Successors and Assigns.  This Agreement is to bind and inure to the benefit of and  be  enforceable  by  Executive,  the  Company  and  their  respective  heirs, executors,  personal  representatives, successors and assigns, except that neither party may assign any rights or delegate  any obligations hereunder without the prior written consent of the other party.  Executive hereby  consents to the assignment by the Company of all of its rights and obligations under this Agreement  to any successor to the Company by merger or consolidation or purchase of all or substantially all  of  the  Company’s  assets, provided  that  the  transferee  or  successor  assumes  the  Company’s  liabilities under this Agreement by agreement in form and substance reasonably satisfactory to  Executive.         14.   Survival.  Subject to any limits on applicability contained therein, Section 7 will  survive and continue in full force in accordance with its terms notwithstanding any termination of  the Employment Period.         15.   Choice of Law.  This Agreement is to be governed by the internal law, and not the  laws of conflicts, of the State of Georgia.         16.   Severability.  Whenever  possible,  each  provision  of  this  Agreement  is  to  be  interpreted in such manner as to be effective and valid under applicable law, but if any provision  of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable  law or rule in any jurisdiction, that invalidity, illegality or unenforceability is not to affect any  other provision or any other jurisdiction, and this Agreement is to be reformed, construed and  enforced in the jurisdiction as if the invalid, illegal or unenforceable provision had never been  contained herein.         17.   Notices.  Any notice provided for in this Agreement is to be in writing and is to be  either personally delivered, sent by reputable overnight carrier or mailed by first class mail, return  receipt requested, to the recipient at the address indicated as follows:                                          17   





 






            Notices to Executive:               To the address listed in the personnel records of the Company.               Notices to the Company:               BlueLinx Corporation              1950 Spectrum Circle, Suite 300              Marietta, Georgia 30067              Attention:  Legal Department              Facsimile: (770) 953-7008   or  any other  address  or  to  the  attention  of  any  other  person  as  the  recipient  party  shall  have  specified by prior written notice to the sending party. Any notice under this Agreement is to be  deemed to have been given when so delivered, sent or mailed.         18.   Amendment and Waiver.  The provisions of this Agreement may be amended or  waived  only  with  the  prior  written  consent  of  the  Company  and  Executive,  and  no  course  of  conduct or failure or delay in enforcing the provisions of this Agreement is to affect the validity,  binding effect or enforceability of this Agreement.         19.   Complete  Agreement.  This  Agreement  embodies  the  complete  agreement  and  understanding between the parties with respect to the subject matter hereof and effective as of its  date  supersedes  and  preempts  any prior  understandings,  agreements  or  representations  by  or  between the parties, written or oral, that may have related to the subject matter hereof in any way.         20.   Protected Rights.  Executive understands that nothing contained in this Agreement  limits Executive’s ability to file a charge or complaint with the Equal Employment Opportunity  Commission,  the  National  Labor  Relations  Board,  the  Occupational  Safety  and  Health  Administration,  the  Securities  and  Exchange  Commission  or  any  other  federal,  state  or local  governmental agency or commission (“Government Agencies”).  Executive further understands  that  this  Agreement  does  not  limit Executive’s ability  to  communicate  with  any  Government  Agencies or otherwise participate in any investigation or proceeding that may be conducted by any  Government Agencies, nor does this Agreement impact or limit Executive’s eligibility to receive  an award for information provided to any Government Agencies.         21.   Counterparts.  This Agreement may be executed in separate counterparts, each of  which is to be deemed to be an original and all of which taken together are to constitute one and  the same agreement.                                          18   





 






         The parties are signing this Agreement as of the date first set forth above, to be effective  as of the Effective Date.                                       BLUELINX CORPORATION                                                                              By:     /s/ Mitchell B. Lewis                                                         Name:  Mitchell B. Lewis                                            Title:  Chief Executive Officer and President                                                                             EXECUTIVE                                                                                /s/ Kelly C. Janzen                                                           Kelly C. Janzen                                       BLUELINX HOLDINGS INC.                                                                              By:     /s/ Mitchell B. Lewis                                                         Name:  Mitchell B. Lewis                                            Title:  Chief Executive Officer and President                                                                               LIST OF UNPATENTED INVENTIONS   Executive represents that she has no such inventions by initialing below next to the word “NONE.”   NONE:                                                                                                 19