fullyexecutedemploymenta






Execution Copy Page 1 of 21 ACTIVE 56399630v7 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into as of April __, 2021, to  be effective as of the Effective Date (as defined herein) between BLUELINX CORPORATION,  a Georgia corporation (the "Company"), Dwight Gibson ("Executive") and, as to Sections 3(a),  3(b) and 3(e) only, BLUELINX HOLDINGS INC. ("BHI"). RECITALS: WHEREAS, the Executive agrees to provide services to BHI as its Chief Executive Officer  and to the Company as its Chief Executive 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 Executive 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 June 7, 2021.   3. Position and Duties. (a) During the Employment Period, Executive shall serve as Chief Executive 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 Board of Directors of BHI to  provide oversight and direction with respect to such duties, responsibilities, and authority, either  generally or in specific instances. (b) The Board of Directors of BHI shall take such action as may be necessary to appoint or elect Executive as a member of the Board of Directors of BHI and the Company as  of the Effective Date.  Thereafter, during Executive's employment with the Company, the Board  of Directors of BHI shall nominate Executive for re-election as a member of the Board of Directors  of BHI and the Company at the expiration of Executive's then-current term.  Executive shall serve  as a member of the Board of Directors of BHI and the Company and as an officer and director of  any of BHI's other subsidiaries without any compensation in addition to the compensation provided  for in this Agreement. (c) 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  15 





 






Page 2 of 21 ACTIVE 56399630v7 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 Interface, Inc., and (ii) Executive may become a member of the board of directors  of any other non-profit corporations, so long as doing so, in each instance, does not create a conflict  of interest or interfere with Executive’s ability to execute Executive’s responsibilities hereunder.  (d) Executive shall principally perform Executive's duties and responsibilities from the Company's headquarter office as located on the Effective Date in the Atlanta, Georgia  metropolitan area (the "Principal Office"), provided that Executive may be required to travel on  Company business and Executive may, on a reasonable basis or at the direction of the Company,  work remotely. (e) Executive, as the Chief Executive Officer of BHI, shall report to the Board of Directors of BHI and all other officers and employees of BHI and the rest of the Company  Group shall report directly or indirectly to Executive; provided, however, consistent with such  reporting relationships, certain of the Company’s employees, 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 $725,000 (less applicable withholding and other customary payroll deductions) per year  (“Base Salary”).  The Base Salary may be adjusted at the sole discretion of the Compensation  Committee of BHI's Board of Directors.  (b) Relocation and Signing Bonus.  Executive will receive a relocation and signing bonus in the amount of $200,000, less applicable withholding and other customary payroll  deductions on the first payroll date that is at least five (5) days after Executive’s commencement  of employment.  (c) Annual Bonus. (i) Executive shall be eligible to receive an annual bonus, with the annual bonus target to be 100% of Executive’s Base Salary (i.e., 100% 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.  Notwithstanding the  foregoing, except as set forth in Section 6(c), Executive must remain employed with the Company  through the date of a bonus payment in order to be eligible to receive such bonus (ii) For calendar year 2021, Executive’s annual bonus (based on actual performance) will be pro rated to an amount equal to seven-twelfths (7/12) of the bonus for 2021  





 






Page 3 of 21 ACTIVE 56399630v7 that would have been paid to Executive (based on actual performance) if Executive had been  employed with the Company for the entire year, but will be no less than $536,000 provided that  Executive remains employed with the Company through the date such bonus is paid. (iii) Long-Term Incentives. During the Employment Period, 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 Executive’s position as  the Chief Executive Officer. (d) Restricted Stock Units.  Subject to approval by BHI’s Board of Directors, BHI shall, within thirty (30) days after the Effective Date, grant Executive (i) 43,290 restricted  stock units relating to the same number of shares of common stock of BHI, which will vest on  June 1, 2022 subject to the Executive’s continued employment with the Company through such  date, and (ii) 43,290 additional restricted stock units relating to the same number shares of common  stock of BHI, which shall vest in three equal installments over a three-year period commencing on  the Effective Date subject to the Executive’s continued employment with the Company through  each such vesting date, in each case subject to the terms of a Restricted Stock Unit Award  Agreement in a form to be approved by BHI’s Board of Directors and any applicable equity plan  of BHI (collectively, (i) and (ii), the “Restricted Stock Unit Grants”).  The Restricted Stock Unit  Grants are contingent on Executive’s relocation to the Atlanta, Georgia metropolitan area on or  before September 1, 2021. Subsequent annual awards of restricted stock units, if any, shall be  determined in the sole discretion of the Compensation Committee of the Board of Directors of  BHI. (e) 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, and subject to the Company's requirements applicable generally with respect to reporting  and documentation of such expenses and subject to the “Reimbursement Rules” as defined in  Section 8(q).  In order to be entitled to expense reimbursement, the Executive must be employed  as Chief Executive Officer of either BHI or the Company on the date the Executive incurred the  expense. (f) Vacation.  Executive shall receive days of paid time off in accordance with the Company's policy applicable to senior executives, but in no event less than twenty-five (25)  days per year, prorated for partial years of service. (g) 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  





 






Page 4 of 21 ACTIVE 56399630v7 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) BHI will maintain customary and appropriate Directors and Officers Liability Coverage for Executive during Executive’s Employment Period and for the 6-year period  immediately following Executive’s Employment Period, and will afford Executive with  the Indemnification set forth in the Amended and Restated Bylaws of BHI, as may be  amended from time to time. The provisions of this Section 4(g)(ii) will survive the  termination of Executive's employment and this Agreement notwithstanding any other  provision of this Agreement.   (iii) During the Employment Period, BHI will provide to Executive: (a) an allowance to cover the cost of an annual physical, and (b) an annual car allowance of  $10,000 in the aggregate per calendar year.  (iv) BHI will sponsor Executive’s annual membership in appropriate professional, trade and leadership organizations as determined upon mutual agreement between the  Board and the Executive.  (h) Additional Compensation/Benefits.  The Compensation Committee of BHI's Board of Directors, in its sole discretion, 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, including, without limitation, any future  grant of stock options or other equity awards. (i) 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  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. Further, Executive agrees that Executive shall be subject to any forfeiture or recovery of compensation policy adopted by the Company for purposes of giving effect to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. 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 second 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  





 






Page 5 of 21 ACTIVE 56399630v7 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 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) (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” as defined in Section 8(m),  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  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 plus the coverage described in  Section 4(g)(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, Disability, Voluntary Termination, or Termination for Cause in accordance with Section 5(a), the  Company will provide no further benefit and make no further payments to Executive except as  contemplated in Section 6(a). 





 






Page 6 of 21 ACTIVE 56399630v7 (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 any earned but unpaid annual bonus for the fiscal  year prior to the year in which the Date of Termination occurs and contingent upon Executive’s  execution of a Separation and Release Agreement, in a form substantially similar to that attached  as Exhibit A to this Agreement and defined in Section 8(s), to the following: (i) in the event such termination occurs after June 1, 2022, a payment equal to two (2) times the Executive's annual Base Salary in effect immediately prior to the Date  of Termination (the "Severance Amount" as defined in Section 8(t)).  The Severance Amount, up  to an amount equal to the “Separation Pay”, as defined in Section 8(u), shall be paid in a lump sum  no later than ten (10) business days after the effective date of the Separation and Release  Agreement.  The Severance Amount in excess of the Separation Pay, if any, shall be paid in a lump  sum on the earlier to occur of the first business day following the date which is six (6) months after  the Date of Termination or the tenth (10th) business day following the date of Executive’s death,  provided that, in the case of death, no amount will be paid prior to the first regular pay day  following the  effective date of the Separation and Release Agreement, at which time any missed  payments will also be paid;  (ii) all unvested time-vested restricted stock unit grants shall automatically vest and become non-forfeitable; (iii) all unvested performance-vested performance share unit or restricted stock unit grants shall remain outstanding and shall vest and become non-forfeitable in  accordance with their terms and based on the actual performance of the Company;  (iv) 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 or any other 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 is permitted only by Executive electing continued participation  through COBRA, or if participation in any such plan would result in adverse tax consequences to  Executive of the Company, then assuming Executive timely makes 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 Executive’s 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 (v) 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  





 






Page 7 of 21 ACTIVE 56399630v7 benefits described in Section 6(c), contingent upon Executive’s execution of the Separation and  Release Agreement, attached as Exhibit A, except that: (i) the payment called for in Section 6(c)(i) shall be equal to three (3) times the Executive's annual Base Salary in effect immediately prior to the Date of Termination  instead of two (2) times such Base Salary, less applicable payroll deductions; and (ii) the time period described in Section 6(c)(iv) shall be eighteen (18) months instead of one (1) year. (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 (v) therein) or  Section 6(e) if Executive declines to sign and return the Separation and Release Agreement  enclosed as Exhibit A, or revokes the Separation and Release Agreement or the Separation and  Release Agreement does not become effective within the fifty (50) calendar day period 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)(v) prior to Executive's execution of the  Separation and Release 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 and Release Agreement and the expiration of the applicable revocation period, without  Executive having elected to revoke same (except that, if such 60-day period spans more than one  (1) calendar year, and the 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. 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” as described in Section 8.   The Company’s involvement in this business has required and continues to require the expenditure  of substantial amounts of money and the use of skills developed over a long period of time for  research, marketing, and sales, relates to its provision and creation of the business. As a result of  these investments, the Company has developed and will continue to develop certain valuable  Confidential Information and Trade Secrets that are particular, proprietary, and unique to the  Company’s business, and the disclosure of which would cause the Company great and irreparable  harm. Executive therefore acknowledges and agrees that it is fair and reasonable for the Company  to take steps to protect itself from the risk of such disclosure, use, and/or misappropriation. (ii) During Executive’s employment and for a period of two (2) years following the termination of the Executive's employment for any reason, the Executive shall not,  without the prior written consent of the Company or BHI or as may otherwise be required by law  





 






Page 8 of 21 ACTIVE 56399630v7 or legal process, use, communicate, or divulge Confidential Information other than as necessary  to perform Executive’s duties for the Company; provided, however, that 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 Executive’s 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 Executive 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. (iii) 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 Executive’s 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 of the Company, BHI or any of their respective subsidiaries and affiliates, except in  furtherance of the Executive's duties. (iv) 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 Executive 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 BHI, the Company, or  





 






Page 9 of 21 ACTIVE 56399630v7 any of their respective subsidiaries and affiliates with respect to any invention which is not  patented or which is not listed.  (v) 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 Executive’s 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. (vi) This Section 7(a) is not intended to restrict or limit any of the protected rights contained in 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 Executive’s 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 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 any employee of the Company Group constitutes a  valuable asset of the Company Group and may not be converted to Executive's own use. Executive  hereby agrees that, during Executive’s employment and for a period of two (2) years following the  termination of 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 their  employment with the Company Group or, for a period of no more than six (6) months after the  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 Executive’s 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  





 






Page 10 of 21 ACTIVE 56399630v7 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’s employment relationship 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 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 the 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) Reasonableness of Restrictions. Executive acknowledges that the post- employment restrictions contained in this Agreement are reasonable, proper, and necessitated by  the Company’s legitimate business interests, and the goodwill associated with the Company’s  business. Executive also acknowledges that the geographic scope of this Agreement is reasonable,  necessary to protect the Company’s legitimate business interests, and does not impose a greater  restraint than is necessary to protect the goodwill and other legitimate business interests of the  Company.  Executive therefore acknowledges that the Company has a protectable interest in  restricting Executive from disclosing Confidential Information and Trade Secrets, from competing  against the Company, and from soliciting its Protected Customers and other employees. However,  if, at the time of enforcement, a court or arbitrator holds that the duration, geographical area, or  scope of activity restrictions stated in the Non-Competition and/or Non-Solicitation Sections of  this Agreement are unreasonable under circumstances then existing, or impose a greater restraint  than is necessary to protect the goodwill and other business interests of the Company, Executive  agrees that the maximum duration, scope, or area reasonable under such circumstances will be  substituted for the stated duration, scope, or area and that the court or arbitrator will be allowed to  revise the restrictions contained herein to cover the maximum duration, scope, and area permitted  by law, in all cases, giving effect to the intent of the parties that the restrictions contained herein  be given effect to the broadest extent possible. (g) 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 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 Executive’s receipt of written notice thereof from  the Company.   





 






Page 11 of 21 ACTIVE 56399630v7 (h) Communication of Section 7 Obligations. During Executive's employment and for two years thereafter, Executive will communicate Executive’s 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. (i) 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. (j) No Harassing or Disparaging Conduct. Executive further agrees and promises that Executive will not engage in, or induce other  persons to engage in, any harassing or disparaging conduct or negative or derogatory statements  directed at or about Company, the activities of Company, or the Releasees at any time in the future.   For purposes of this Section, a disparaging statement is any communication, oral or written, which  would tend to cause the recipient of the communication to question the business condition,  integrity, competence, fairness, or good character of the person to whom, or the entity to which,  the communication relates. Executive understands that this nondisparagement provision does not  apply on occasions when Executive testifies or gives evidence to a court or other governmental  authority and Executive must, of course, respond truthfully, to conduct otherwise protected by the  Sarbanes-Oxley Act, or to conduct or testimony in the context of enforcing the terms of this  Agreement or other rights, powers, privileges, or claims not released by this Agreement.  Nothing  in this nondisparagement provision is intended in any way to intimidate, coerce, deter, persuade,  or compensate Executive with respect to providing, withholding, or restricting any communication  whatsoever to the extent prohibited under 18 U.S.C. §§ 201, 1503, or 1512 or under any similar or  related provision of state or federal law. The Company agrees to instruct the executive officers of Company not to engage in, or  induce other persons to engage in, any harassing or disparaging conduct or negative or derogatory  statements directed at or about Executive at any time in the future. Notwithstanding the foregoing,  Company will not be liable for any unauthorized statements made by any officer or employee of  Company, and nothing in this Section may be used to penalize Company for any officer or  employee providing truthful testimony under oath in a judicial or administrative proceeding or  complying with an order of a court or governmental agency of competent jurisdiction. (k) 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. 





 






Page 12 of 21 ACTIVE 56399630v7 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 Executive’s 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; (vii) No act, or failure to act, on the Executive's part shall be 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). 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  





 






Page 13 of 21 ACTIVE 56399630v7 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" if such act or omission is curable 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 more than 50% 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  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  





 






Page 14 of 21 ACTIVE 56399630v7 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 Executives’ 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; (ii) six (6) months prior to a Change in Control; or (iii) any time  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. (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 including but not limited to lumber, panels,  siding, trim, moulding, millwork, roofing, insulation, metals, decorative panels, fabrication, and  logistics, during the term of Executive's employment with the Company or managing, supervising  or otherwise participating in a management or sales capacity on behalf of an entity which  distributes products substantially similar to those distributed 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  





 






Page 15 of 21 ACTIVE 56399630v7 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 Executive’s 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 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  





 






Page 16 of 21 ACTIVE 56399630v7 remain materially consistent with those of Chief Executive Officers of similarly-sized companies);  (B) a material reduction 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(d); 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, if the performance or omission to perform would constitute a violation of the 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  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. 





 






Page 17 of 21 ACTIVE 56399630v7 (r) "Restricted Territory" means continental United States of America. (s) “Separation and Release Agreement” means an agreement substantially similar to that attached hereto as Exhibit A, which shall be executed by Executive on or after the  Date of Termination, pursuant to which Executive releases all current or future claims, known or  unknown, arising on or before the date of the release against the Company, its subsidiaries,  affiliates, and its officers, in exchange for the “Severance Amount” as described herein. (t) “Severance Amount” means a payment equal to two (2) times Executive’s annual Base Salary in effect immediately prior to the Date of Termination that occurs after June 1,  2022, or three (3) times Executive’s Base Salary in effect immediately prior to the Date of  Termination in the event of a Change of Control Termination, as applicable, and is in exchange  for Executive’s execution of the Separation and Release Agreement attached hereto as Exhibit A. (u) "Separation Pay" means that portion of the Severance Amount payment to be provided in Section 6(c)(i) or 6(d)(i) which the Company has determined is exempt from  Section 409A and which does not exceed two times the lesser of (i) the sum of Executive's  annualized compensation based upon the annual rate of pay for services provided to the Company  for the taxable year of the Executive preceding the Date of Termination, or (ii) the maximum  amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17)  for the year of the Date of Termination. (v) "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 Executive’s 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  





 






Page 18 of 21 ACTIVE 56399630v7 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").   (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 Executive’s 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  





 






Page 19 of 21 ACTIVE 56399630v7 not deemed to constitute a “deferral of compensation” within the meaning of 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 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. Indemnity. If any action is brought against the Company involving: (1) any actual or alleged restrictive covenant or other agreement that may prohibit or restrict Executive’s  employment by the Company, or (2) Executive’s actual or alleged misappropriation of  Confidential Information or Trade Secret, Executive agrees to defend, indemnify, and hold the  Company harmless from any and all costs incurred in defending such proceeding. This includes,  but is not limited to, court fees, attorneys’ fees, and from any and all liability, judgment, or  settlement assessed against the Company. 16. Choice of Law.  This Agreement is to be governed by the internal law, and not the laws of conflicts, of the State of Georgia. 





 






Page 20 of 21 ACTIVE 56399630v7 17. 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. 18. 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: 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. 19. 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. 20. 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.  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. [Remainder of page intentionally left blank] 





 






 





 






 





 






Page 1 of 7 ACTIVE 56399630v7 EXHIBIT A CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT  In consideration for the undertakings and promises set forth in the Employment Agreement,  the terms of which are incorporated herein by reference, and this Confidential Separation and  Release Agreement (the “Separation and Release Agreement”) between Dwight Gibson and  BLUELINX CORPORATION ("Company"), Executive (on behalf of himself/herself and  Executive’s heirs, assigns and successors in interest) voluntarily agrees to completely settle and  resolve all claims Executive may have against the Company and the Releasees, as defined below,  as of the time Executive executes this confidential Separation and Release Agreement. 1. Releasees.  Executive agrees that this Separation and Release Agreement and the enclosed Employment Agreement releases all claims and potential claims against the Company  and any affiliated companies and related business entities, as well as their shareholders,  subsidiaries, parent companies, divisions, joint ventures, sister corporations, assigns, assets,  agents, employee benefit and/or pension plans or funds (including qualified and non-qualified  plans or funds), employee benefit plan fiduciaries, insurers of employee benefits, directors,  officers, former officers, employees, members, administrators, attorneys, representative trustees,  successors/heirs, any co-employers or joint employers, and as intended third-party beneficiaries,  investors, lenders, contractors, and all persons acting by, through, under, or in concert with them,  jointly and severally, in their individual, fiduciary, and corporate capacities (collectively referred  to throughout this Separation and Release Agreement and the enclosed Employment Agreement  as the “Releasees”). 2. Release of All Claims by Executive. a. Except as to any claims that cannot be released under applicable law, in exchange for, and in consideration of, the payments, benefits, and other commitments described  in the Employment Agreement, Executive, hereby fully, forever, irrevocably, and unconditionally  releases and discharges the Company and the Releasees, from any and all claims against the  Company and the Releasees that Executive has as of the time of the execution of this Separation  and Release Agreement, whether now known or unknown, contingent or vested, whether  anticipated or unanticipated, and whether asserted or unasserted.  b. Without limiting the foregoing language, this Separation and Release Agreement includes all claims based directly or indirectly upon Executive’s employment with the  Company, the end of Executive’s employment, and any alleged act or omission to act by the  Company or the Releasees.  This release includes, to the fullest extent permissible under  applicable federal, state, and local laws and regulations, but is not limited to any claims: i. arising from or in connection with Executive’s employment, pay, bonuses, vacation or any other Executive benefits, and other terms and conditions of employment  or employment practices of Company; ii. arising out of or relating to the termination of Executive’s employment with Company or the surrounding circumstances thereof; 





 






Page 2 of 7 ACTIVE 56399630v7 iii. based on any claims brought or that could be brought pursuant to or  under any federal statute, law, or regulatory authority, including but not limited to claims of  discrimination and/or harassment on the basis of race, color, religion, sex, national origin,  handicap, disability, age or any other category protected by law under Title VII of the Civil  Rights Act of 1964, the Civil Rights Act of 1991, Executive Order 11246, 42 USC § 1981, the  Equal Pay Act (“EPA”) the Lily Ledbetter Fair Pay Act (LLFPA), the Age Discrimination in  Employment Act (“ADEA”), the Older Workers Benefits Protection Act (“OWBPA”), the  Americans With Disabilities Act (“ADEA”), the Rehabilitation Act of 1973, C.O.B.R.A., the  Worker Adjustment and Retraining Notification Act (WARN); the Employee Retirement  Income Security Act (ERISA), the Equal Pay Act (EPA), Occupational Safety and Health Act  (OSHA), the National Labor Relations Act (NLRA), as amended; the Labor-Management  Relations Act, as amended (LMRA), the Sarbanes-Oxley Act of 2002, the Dodd-Frank Act,  and/or the Federal False Claims Act,  the Genetic Information Nondiscrimination Act (“GINA”),  the Family and Medical Leave Act (“FMLA”), or any other similar labor, employment or anti- discrimination law under state, federal or local law and as any of these laws may have been  amended;  iv. based on any claims brought or that could be brought pursuant to or  under the statutory and/or common law of Georgia such as the Georgia Fair Employment  Practices Act, the Georgia Equal Pay Act, the Georgia Prohibition of Age Discrimination in  Employment Act, the Georgia Equal Employment for Persons with Disabilities Code, and/or the  Georgia Minimum Wage Law; v. based on any contract, tort, whistleblower, personal injury, wrongful  discharge theory or other common law theory; or vi. arising under the Separation and Release Agreement, the  Employment Agreement, or any written or oral agreements between Executive and Company or  any of Company’s subsidiaries or affiliates (other than the Employment Agreement). c. Executive has had the opportunity to determine whether Executive has  suffered any work-related accidents, injuries, and/or occupational diseases while employed by  the Company and affirms that Executive does not have any such injuries or diseases for which  Executive has not already filed a claim.  Any pending claims/petitions brought by Executive or  on Executive’s behalf that pertain to workers compensation in any way are hereby voluntarily  withdrawn with prejudice. Executive understands that Executive is hereby relinquishing the right  to have any unresolved worker’s compensation claims, conflicts, and/or disputes heard and  decided by any authority responsible for resolving such matters, including without limitation, a  Judge of Compensation Claims. Executive also represents that Executive is not aware of any acts  or comments that would support a claim of sexual harassment by anyone against the Company  or any Company employee, vendor, customer, or visitor. d. Executive expressly acknowledges that this Separation and Release  Agreement is intended to include in its effect, without limitation, all Claims which Executive  does not know or suspect to exist in his favor at the time Executive signs this Separation and  Release Agreement, and that this Separation and Release Agreement contemplates the  extinguishment of any such Claim or Claims. 





 






Page 3 of 7 ACTIVE 56399630v7 3. Covenant Not to Sue.  Subject to the Protected Rights Section and unless prohibited by applicable law, Executive agrees and covenants not to sue or initiate any claims in  any forum against any of the Releasees on account of or in relation to any Released Claim, or to  incite, assist or encourage other persons or entities to bring claims of any nature whatsoever  against Company or Releasees.  Executive further agrees and covenants that this Release is a bar  to any claim, action, suit, or proceeding pertaining to the Released Claims. Executive further  covenants not to accept, recover or receive any monetary damages or any other form of relief  which may arise out of or in connection with any administrative proceedings which may be filed  with or pursued independently by any governmental agency or agencies, whether federal, state  or local.  Executive understands and agrees that if Executive breaches this covenant not to sue,  then Executive must return to the Company all amounts paid by the Company to Executive under  the enclosed Agreement. This provision does not prohibit Executive from filing a lawsuit  challenging the validity of Executive’s waiver of claims under the ADEA. 4. Damages for Breach. If Executive breaches this Separation and Release Agreement, Executive shall pay all costs incurred by Releasees (or any of them), including  reasonable attorney’s fees, in defending against Executive’s claim, and, as a precondition to  filing any such lawsuit, shall return all but $500.00 of the severance benefits or payments  Executive has received as set forth in the enclosed Employment Agreement.  The preceding two  sentences of this section do not apply if Executive files a charge or lawsuit under the Age  Discrimination in Employment Act (“ADEA”) challenging the validity of this Separation and  Release Agreement.  However, in the event any such ADEA lawsuit is unsuccessful, a court may  order Executive to pay attorney’s fees and/or costs incurred by Releasees (or any of them) where  authorized by law.  In the event any such ADEA lawsuit is successful, the severance benefits or  payments Executive received for signing this Separation and Release Agreement shall serve as  restitution, recoupment, or setoff to any monetary award received by Executive. 5. Protected Rights. Executive understands that nothing contained in this Separation and Release 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”).  By signing this  Separation and Release Agreement and enclosed Employment Agreement, Executive does not  release the right to file any claims that are not permitted to be waived or released under applicable  law or regulation, or the right to communicate with an attorney. Executive further understands  that this Separation and Release 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 Agency, including providing documents or other  information, without notice to Company.  This Separation and Release Agreement does not limit  Executive’s right to receive only a reward from a government-administered reward program for  providing information directly to a government agency, such as for information provided to the  SEC; however, as provided in the Executive further waives any right to any form of damages  (including, but not limited to, lost wages, compensatory damages, liquidated damages, or  punitive damages), reinstatement, attorneys’ fees and costs, or other remedy in any action  brought by Executive or on Executive’s behalf. 





 






Page 4 of 7 ACTIVE 56399630v7 6. Time to Consider.  Executive understands that Executive has been given twenty- one (21) calendar days to consider this Separation and Release Agreement and agrees that this  consideration period has been reasonable and adequate (the “Consideration Period”). If  Executive executes this Separation and Release Agreement before the expiration of the  Consideration Period, Executive acknowledges that Executive has done so to expedite the  payment of the consideration set forth in the enclosed Employment Agreement, and that  Executive expressly waives any unused portion of the Consideration Period. If Executive has not  communicated Executive’s acceptance of this Separation and Release Agreement to the  Company’s General Counsel or Chief Administrative Officer(as set forth below), before the  expiration of the Consideration Period, this offer automatically expires at that time, and the  Company is not required to take any further action to rescind or otherwise withdraw the terms  of this Separation and Release Agreement. If Executive is age 40 or older, upon the first  execution of this Separation and Release Agreement, Executive may revoke this Separation and  Release Agreement within seven (7) calendar days after signing it.  To be effective, such  revocation must be delivered to and received in writing to the Company’s Chief Administrative  Officer or General Counsel of Company at the offices of Company at 1950 Spectrum Circle,  Suite 300, Marietta, Georgia 30067.  Revocation can be made by hand delivery or facsimile or  email before the expiration of this seven (7) day period, if applicable.  7. No Reinstatement.  Executive hereby acknowledges that Executive has no interest in reinstatement, reemployment or employment with Company or any Releasee, and Executive  forever waives any interest in or claim of right to any future employment by Company or any  Releasee.  Executive further covenants not to apply for future employment with Company or any  Releasee, or otherwise seek or encourage reinstatement. 8. Non-Admission.  This Separation and Release Agreement will not be construed as an admission by the Company or the Releasees of any liability or wrongdoing to Executive,  breach of any agreement, or violation of statute, law, or regulation, or a waiver of any defenses  to those maters within the scope of this Separation and Release Agreement. The Company  specifically denies any liability for wrongdoing.  9. Governing Law. This Separation and Release Agreement shall be governed by the law of the State of Georgia, and the Parties agree that any actions arising out of or relating to this  Separation and Release Agreement or Executive’s employment with Company must be brought  exclusively in either the United States District Court for the Northern District of Georgia, or the  State or Superior Courts of Cobb County, Georgia.  Notwithstanding the pendency of any  proceeding, either Party shall be entitled to injunctive relief in a state or federal court located in  Cobb County, Georgia upon a showing of irreparable injury.  The Parties consent to personal  jurisdiction and venue solely within these forums and solely in Cobb County, Georgia and waive  all otherwise possible objections thereto.  The existence of any claim or cause of action by  Executive against Company, including any dispute relating to the termination of Executive’s  employment or under this Separation and Release Agreement, shall not constitute a defense to  enforcement of said covenants by injunction.   10. Severability.  If any provision of this Separation and Release Agreement shall be held void, voidable, invalid or inoperative, no other provision of this Separation and Release  Agreement shall be affected as a result thereof, and accordingly, the remaining provisions of this  





 






Page 5 of 7 ACTIVE 56399630v7 Separation and Release Agreement shall remain in full force and effect as though such void,  voidable, invalid or inoperative provision had not been contained herein. The Company may,  however, at its sole option, void this Separation and Release Agreement, in which case Executive  shall immediately return any received consideration payments to Company. 11. Medicare, Medicaid, and the SCHIP Extension Act.  Executive hereby warrants: (1) Executive presently is not, nor has Executive ever been enrolled in Medicare or applied for such benefits; and (2) Executive has no claim for Social Security Disability benefits nor is Executive appealing or re-filing for Social Security Disability benefits.  Executive, therefore warrants that Medicare has not made any payments to or on behalf of Executive, nor has Executive made any claims to Medicare for payments of any medical bills, invoices, fees, or costs, airing from or related to any of the claims released by this Separation and Release Agreement.  Executive agrees to indemnify, defend, and hold the Company and the Releasees harmless from: (1) any claims of, or rights of recovery by Medicare, and/or persons or entities acting on behalf of Medicare as a result of any undisclosed prior payment, or any future payment by Medicare for or on behalf of Executive, and; (2) all claims and demands for penalties based upon any failure to report the settlement payment, late reporting, or other alleged violation of Section 11 of the Medicare, Medicaid and SCHIP Extension Act that is based in whole or in part upon late, inaccurate, or inadequate information provided to the Company by Executive. Executive agrees to hold harmless the Company and the Releasees from and/or for any loss of Medicare benefits or Social Security benefits (including Social Security Disability) that Executive may sustain as a result of this Separation and Release Agreement.  The Parties have not shifted responsibility of medical treatment to Medicare in contravention of 42 U.S.C. § 1395y(b). 12. Further Acknowledgements and Representations. By signing this Separation and Release Agreement, Executive further certifies and acknowledges that: (a) Executive has had the full opportunity to investigate all matters pertaining to Executive’s claims and that the waiver and release of all rights or claims Executive may have is  knowing and voluntary, including Executive is knowingly and voluntarily releasing and waiving  all claims Executive may have under the ADEA;  (b) Executive has the capacity and authority to enter into this Separation and Release Agreement. Executive has carefully read and fully understands the provisions of this Separation  and Release Agreement;  (c) The payment referred to in this Separation and Release Agreement and as set forth in the Employment Agreement exceeds that to which Executive would otherwise have been  entitled, and that the actual payment is in exchange for the release of the claims referenced in  this Separation and Release Agreement. Upon receipt of Executive’s final paycheck: Executive  will have received from the Company all compensation, including but not limited to, payment  for all wages, bonuses, commissions, and incentives; and reimbursement for business expenses,  to which Executive is or has ever been entitled for services provided to the Company; (d) The Company has granted Executive any leave to which Executive was entitled under the FMLA or related state or leave or disability accommodation laws;  





 






Page 6 of 7 ACTIVE 56399630v7 (e) Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or any of the Releasees; (f) Executive is not Medicare eligible and has not filed a claim for Medicare benefits; (g) Executive is not aware of any violation of law, regulation, or policy that has not already been brought to the attention of the appropriate management personnel of the Company.  Further, Executive affirms and represents that during Executive’s employment, Executive  always complied with all laws, acted with the highest degree of fidelity to the Company, and  committed no acts of theft, embezzlement, misappropriation, or other forms of misconduct  contrary to the interests of the Company;  (h) Executive understands that Executive has the right to talk with an attorney before signing this Separation and Release Agreement, and further acknowledges and represents that  Executive discussed all aspects of this Separation and Release Agreement with counsel of  Executive’s choosing or had the opportunity to do so, including the fact that Executive is  releasing claims and potential claims against the Releasees;  (i) Executive understands that any discussions Executive may have had with counsel for Company regarding Executive’s employment or this Separation and Release Agreement does not constitute legal advice and that Executive has had the opportunity to retain his own  independent counsel to render such advice; (j) Executive understands that this Release and the Agreement FOREVER RELEASE Company and all other Releasees to the extent set forth above; (k) In signing this Separation and Release Agreement and the Employment Agreement, Executive DOES NOT RELY ON AND HAS NOT RELIED ON ANY REPRESENTATION  OR STATEMENT (WRITTEN OR ORAL) NOT SPECIFICALLY SET FORTH IN THIS  RELEASE OR IN THE AGREEMENT by Company or any other Releasee, or by any of their  agents, representatives, or attorneys with regard to the subject matter, basis, or effect of this  Agreement or otherwise, and Executive agrees that this Separation and Release Agreement will  be interpreted and enforced in accordance with Georgia law; (l) Executive agrees to its terms knowingly, voluntarily and without intimidation, coercion or pressure; and (m) This Separation and Release Agreement may be executed in any number of counterparts and by the Parties hereto in separate counterparts, with the same effect as if the  Parties had signed the same document.  All such counterparts shall be deemed an original, shall  be construed together, and shall constitute one and the same instrument, with original signature,  photocopy signature, fax signature, or electronic signature permitted and accepted. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 





 






Page 7 of 7 ACTIVE 56399630v7 READ CAREFULLY. THIS DOCUMENT CONTAINS EXECUTIVE’S RELEASE OF ALL  KNOWN AND UNKNOWN CLAIMS. IN WITNESS WHEREOF, the undersigned has executed this Separation and Release  Agreement as of the date set forth below. "Executive" Dwight Gibson Dated:  _______________, 20__ “Company” BLUELINX CORPORATION By: Name:   Title: