Exhibit 10.6


 


May 7, 2004


 


David
J. Morris


315
Willow Glade Point


Alpharetta,
Georgia 30022


 


Dear
David:


 


BlueLinx Corporation (the “Company”) desires to set forth
the payments to which you (the “Executive”) would be entitled following the
termination of the Executive’s employment with the Company as well as the
Executive’s continuing obligations to the Company during and after the
Executive’s employment with the Company. This Agreement shall only become
effective on the Closing Date as defined in the Asset Purchase Agreement by and
among Georgia-Pacific Corporation, Georgia-Pacific Building Materials Sales,
Ltd. and the Company (f/k/a ABP Distribution Inc.), dated as of March 12,
2004 (the “Asset Purchase Agreement”). For the purposes of this Agreement, the
Company’s subsidiaries and APB Distribution Holdings Inc., so long as APB
Holdings Distribution Inc. owns at least a majority of the outstanding common
stock of the Company, shall be referred to as “Affiliated Companies.” By
signing this letter agreement (“Agreement”), the Executive agrees to the terms
and conditions set forth herein.


 


1.                                       Reasons for Termination of
Employment. The
Executive’s employment shall terminate under the following circumstances:


 


(a)                                  the Executive’s death;


 


(b)                                 a determination by the Company
in good faith that the Executive has incurred a “Disability” (as defined below)
as follows: The Company may give to the Executive written notice of its
intention to terminate the Executive’s employment because of his Disability (as
defined below). In such event, the Executive’s employment with the Company
shall terminate effective on the 30th day after receipt of such notice by the
Executive (the “Disability Effective Date”), provided that, within the
30 days after such receipt, the Executive shall not have returned to full-time
performance of the Executive’s duties.


 


For purposes of this Agreement, “Disability” means the
determination 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 the Executive or the Executive’s legal representative
that, as a result of a physical or mental injury or illness, the Executive has
been unable to perform the essential functions of his job with or without
reasonable accommodation for a period of (i) 90 consecutive days or (ii) 180
days in any one year period.


 


(c)                                  by the Company with or without
Cause; or


 
















 


For purposes of this Agreement, “Cause” shall mean (i)
commission of a felony by the Executive, (ii) acts of dishonesty by the
Executive resulting or intending to result in personal gain or enrichment at
the expense of the Company or its Affiliated Companies, (iii) the Executive’s
material breach of any provision of this Agreement, (iv) the Executive’s
failure to follow the lawful written directions of the Chief Executive Officer
of the Company, or (v) conduct by the Executive in connection with his duties
hereunder that is fraudulent, unlawful or willful and materially injurious to
the Company or its Affiliated Companies; provided, that, the Executive shall
have ten (10) business days following the Company’s written notice of its
intention to terminate the Executive’s employment to cure such Cause, if
curable, as determined by the Company, in its sole discretion.


 


For the purposes of this Section l(c), no act or
failure to act on the part of the Executive shall be considered “willful”
unless it is done, or omitted to be done, by the Executive in bad faith or
without reasonable belief that the Executive’s action or omission was in the
best interests of the Company. Any act, or failure to act, based upon authority
given pursuant to a resolution duly adopted by the Board of Directors of the
Company or upon the instructions of the Chief Executive Officer or a senior
officer of the Company (in the case of the Chief Executive Officer, the Board
of Directors of the Company) or based upon the advice of counsel for the
Company shall be conclusively presumed to be done, or omitted to be done, by
the Executive in good faith and in the best interests of the Company.


 


(d)                                 by the Executive with or without
Good Reason.


 


(i)                                     For purposes of this Agreement,
“Good Reason” shall mean, without the consent of the Executive, (A) the
assignment to the Executive of any duties inconsistent in any material adverse
respect with the Executive’s position (including offices, titles and reporting
requirements), authority, duties or responsibilities immediately following the
Closing Date, or any other action by the Company which results in a material
diminution in such position, authority, duties or responsibilities; (B) a
reduction by the Company in the Executive’s base salary or in the percentage of
base salary on which the Executive’s bonus is based; (C) the Company’s
requiring the Executive to be based at any office or location outside of
twenty-five (25) miles from Marietta, Georgia; (D) any purported termination by
the Company of the Executive’s employment otherwise than as expressly permitted
by this Agreement or (E) any failure by the Company to comply with and satisfy
Section 15 of this Agreement.


 


(ii)                                  “Good Reason” shall not include
for purposes of Sections l(d)(i)(A) through (D) above, an isolated,
insubstantial and inadvertent action not taken in bad faith which is remedied
by the Company within ten (10) business days after receipt of notice thereof
given by the Executive.


 


2.                                       Notice of Termination. Any termination by the Company
for Cause, or by the Executive for Good Reason, shall be communicated by Notice
of Termination to the other party hereto given in accordance with
Section 17 of this Agreement. For purposes of this Agreement, a “Notice of
Termination” means a written notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the


 


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Executive’s
employment under the provision so indicated and (iii) indicates the Date of
Termination (as defined below). The failure by the Executive or the Company to
set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason or Cause shall not waive any right of
the Executive or the Company, respectively, hereunder, or preclude the
Executive or the Company, respectively, from asserting such fact or
circumstance in enforcing the Executive’s or the Company’s rights hereunder.


 


3.                                       Date of Termination. “Date of Termination” means (i)
if the Executive’s employment is terminated by the Company for Cause or by the
Executive for Good Reason, ten (10) business days following the Company’s or
Executive’s receipt of the Notice of Termination, unless, in the case of Cause,
the Company determines that the reason (or reasons) for the Cause termination
is (or are) not curable in which case the Date of Termination shall be the date
set forth by the Company in the Notice of Termination, (ii) if the Executive’s
employment is terminated by the Company without Cause, the Date of Termination
shall be the date on which the Company notifies the Executive of such
termination, (iii) if the Executive’s employment is terminated by reason of
death or Disability, the Date of Termination shall be the date of the death of
the Executive or the Disability Effective Date, as the case may be, and (iv) if
the Executive resigns for reasons that do not constitute Good Reason, the Date
of Termination shall be the last day of the month in which such resignation
occurs.


 


4.                                       Termination of Employment by the
Company without Cause or by the Executive for Good Reason. If the Company terminates the
Executive’s employment without Cause or the Executive terminates his employment
for Good Reason, the Executive shall be entitled to the following; provided
that the Executive delivers to the Company a valid release substantially in the
form attached hereto as Exhibit A.


 


(a)                                  the Executive’s accrued but
unpaid base salary and any accrued, but unpaid portion of bonus through the
Date of Termination, if any (the “Accrued Obligations”);


 


(b)                                 payment equal to two times the
Executive’s annual base salary in effect immediately prior to the Date of
Termination plus two times the bonus amount received by the Executive for the
year prior to the calendar year of the Executive’s termination; provided, that,
if termination occurs during 2004, such bonus amount shall be the bonus amount
received by the Executive from Georgia-Pacific Corporation in respect of fiscal
year 2003 performance, payable in equal monthly installments over a twenty-four
(24) month period from the Date of Termination;


 


(c)                                  a lump sum in cash within 30
days after the Date of Termination in an amount equal to the contributions the
Company would have made for the benefit of the Executive to the Company’s
qualified salaried 401(k) plan, (if the Company is making matching
contributions or other contributions to the salaried 401(k) plan at the time of
the Executive’s termination), assuming (i) the Executive continued as an
employee of the Company for a period of two years beginning on the Executive’s
Date of Termination, and (ii) the Executive during such period contributed six
percent of his base salary (as in effect immediately prior to the Date of
Termination) to the 401(k) plan;


 


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(d)                                 continued health and welfare
benefits to the Executive and his family for a period of two (2) years as if
the Executive’s employment had not been terminated or, if more favorable to the
Executive, as in effect generally at any time thereafter with respect to other
similarly situated executives of the Company and their families, at no
additional cost to the Executive other than the cost of such benefits to the
Executive as in effect immediately prior to the Date of Termination. If, at the
end of this two year period of continued health and welfare benefit coverage,
the Executive is at least age 55 and has 10 years of service (determined as if
the Executive had remained employed by the Company during the two year period
of continued benefit coverage and, pursuant to the terms of the Human Resources
Agreement (as defined under the Asset Purchase Agreement), including the
Executive’s period of service with Georgia-Pacific Corporation), the Company
shall provide the Executive (and the Executive’s eligible dependents) with
retiree medical and dental benefit coverage no less favorable than the coverage
provided to retirees of the Company (and their dependents) immediately prior to
the Date of Termination; provided, that, in all cases, the Executive shall pay
the full cost of any applicable premium without any subsidy provided by the
Company in a manner which results in no cost to the Company on a FAS 106 basis.
In the event the Executive becomes reemployed with another employer and is
eligible to receive medical or other welfare benefits under another
employer-provided plan or becomes eligible for Medicare, the medical and other
welfare benefits described herein shall be secondary to those provided under
such other plan or Medicare, as applicable, during such applicable period of
eligibility.


 


(e)                                  $25,000 of outplacement
services, the scope and provider of which shall be selected by the Executive in
his sole discretion; and


 


(f)                                    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”).


 


5.                                       Termination Due to Executive’s
Death. If the
Executive’s employment is terminated by reason of the Executive’s death, the
Company shall have no further obligations to the Executive’s legal
representatives under this Agreement, other than for the payment of Accrued
Obligations and the timely payment or provision of Other Benefits. Accrued
Obligations shall be paid to the Executive’s estate or beneficiary, as
applicable, in a lump sum in cash within 30 days of the Date of Termination.
The term “Other Benefits” as used in this Section 5 shall include, without
limitation, and the Executive’s estate and/or beneficiaries shall be entitled
to receive, benefits under such plans, programs, practices and policies relating
to death benefits, if any, as are applicable to the Executive on the Date of
Termination.


 


6.                                       Termination Due to Executive’s
Disability. If
the Executive’s employment is terminated by reason of the Executive’s
Disability, the Company shall have no further obligations to the Executive,
other than for payment of Accrued Obligations and the timely payment or
provision of Other Benefits. Accrued Obligations shall be paid to the Executive
in a lump sum in cash within 30 days of the Date of Termination. The term “Other
Benefits” as used in this Section 6 shall include, without limitation, and
Executive shall be entitled to receive, disability and other benefits under
such plans, programs, practices and policies relating to disability, if any, as
are applicable to Executive and his family on the Date of Termination.


 


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7.                                       Termination of Executive’s
Employment by the Company for Cause or By the Executive without Good Reason. If the Executive’s employment
is terminated by the Company for Cause or by the Executive without Good Reason,
the Company shall have no further obligations to the Executive, other than for
payment to the Executive of his accrued but unpaid base salary and benefits
through the Date of Termination, if any, and Other Benefits, in each case to
the extent theretofore unpaid.


 


8.                                       Exclusivity of Severance. Payments under this Agreement
shall be in lieu of any payments to which Executive may be entitled under any
Company severance plan for salaried employees.


 


9.                                       No Mitigation. In no event shall the
Executive be obligated to seek other employment or take any other action by way
of mitigation of the amounts payable to the Executive under any of the
provisions of this Agreement and, except as provided in Section 4(d), such
amounts shall not be reduced whether or not the Executive obtains other
employment.


 


10.                                 Parachute Payments. At the Executive’s request,
the Company will use its reasonable best efforts to obtain approvals as may be
required, including shareholder approvals, to cause payments made under this
Agreement to be exempt from the definition of “parachute payments” under
Section 280G of the Internal Revenue Code of 1986, as amended (the
“Code”), if such payments hereunder are made in connection with the events
described under Section 280G of the Code. Notwithstanding any provision
contained herein to the contrary, the Company shall not be responsible for the
payment of any excise taxes incurred by the Executive under Section 4999
of the Code or for any tax gross-up payments at any time, including, but not
limited to, in the event that the appropriate approvals are not obtained or in
the event that exemptions to “parachute payments” no longer apply.


 


11.                                 Confidential Information.


 


(a)                                  The Executive shall hold in a
fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or any of its Affiliated
Companies, and their respective businesses, which shall have been (i) obtained
by the Executive during the Executive’s employment by the Company or any of its
Affiliated Companies or (ii) acquired by the Company or any of its Affiliated
Companies from Georgia-Pacific Corporation, and which shall not be or become
public knowledge (other than by acts by the Executive or representatives of the
Executive in violation of this Agreement) (“Confidential Information”). After
termination of the Executive’s employment with the Company, the Executive shall
not, without the prior written consent of the Company or as may otherwise be
required by law or legal process, communicate or divulge any such information,
knowledge or data to anyone other than the Company and those designated by it.


 


(b)                                 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 and its Affiliated Companies, whether prepared by
the Executive or otherwise coming into the Executive’s possession, shall remain
the exclusive property of the Company and its Affiliated Companies, and the
Executive shall not remove any


 


5
















 


such
items from the premises of the Company and its Affiliated Companies, except in
furtherance of the Executive’s duties.


 


(c)                                  It is understood that while
employed by the Company or its Affiliated Companies, the Executive will
promptly disclose to the Company, and assign to the Company the Executive’s
interest in any invention, improvement or discovery made or conceived by the
Executive, either alone or jointly with others, which arises out of the
Executive’s employment. At the Company’s request and expense, the Executive
will reasonably assist the Company and its Affiliated Companies during the
period of the Executive’s employment by the Company or its Affiliated Companies
and thereafter in connection with any controversy or legal proceeding relating
to such invention, improvement or discovery and in obtaining domestic and
foreign patent or other protection covering the same.


 


(d)                                 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 and its Affiliated Companies all copies and
embodiments, in whatever form, of all Confidential Information in the
Executive’s possession or within his 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. 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.


 


12.                                 Non-Solicitation or Hire. During his employment with the
Company and for a period of eighteen months (18) months following the
termination of the Executive’s employment for any reason, the Executive shall
not solicit or attempt to solicit, (a) any party who is a customer of the
Company or its Affiliated Companies, for the purpose of marketing, selling or
providing to any such party any services or products offered by the Company or
its Affiliated Companies to such customer other than general solicitations to
the public and not directed specifically at a customer of the Company, (b) any
party who is a vendor of the Company or its Affiliated Companies to sell
similar products or (c)  any
employee of the Company or any of its Affiliated Companies to terminate such
employee’s employment relationship with the Company and its Affiliated
Companies in order, in either case, to enter into a similar relationship with
the Executive, or any other person or any entity in competition with the
Company or any of its Affiliated Companies (other than with respect to general
employment solicitations to the public and not directed specifically at
employees of the Company and its Affiliated Companies).


 


13.                                 Non-Competition During Executive’s employment
by the Company and for a period of eighteen (18) months following the
termination of the Executive’s employment for any reason, the Executive shall
not, whether individually, as a director, manager, member, stockholder,
partner, owner, employee, consultant or agent of any business, or in any other
capacity, other than on behalf of the Company or it Affiliated Companies,
organize, establish, own, operate, manage, control, engage in, participate in,
invest in, permit his name to be used by, act as a consultant or advisor to,
render services for (alone or in association with any person, firm, corporation
or business organization), or otherwise assist any person or entity that
engages in or owns, invests in, operates, manages or controls any venture or
enterprise which engages or


 


6
















 


proposes
to engage in the building products distribution business in the United States
or Canada (the “Business”). Notwithstanding the foregoing, nothing in this
Agreement shall prevent the Executive from owning for passive investment
purposes not intended to circumvent this Agreement, less than five percent (5%)
of the publicly traded voting securities of any company engaged in the Business
(so long as the Executive has no power to manage, operate, advise, consult with
or control the competing enterprise and no power, alone or in conjunction with
other affiliated parties, to select a director, manager, general partner, or
similar governing official of the competing enterprise other than in connection
with the normal and customary voting powers afforded the Executive in
connection with any permissible equity ownership).


 


14.                                 Remedies; Specific Performance. The parties acknowledge and
agree that the Executive’s breach or threatened breach of any of the
restrictions set forth in Sections 11 through 13 will result in irreparable and
continuing damage to the Company and its Affiliated Companies for which there
may be no adequate remedy at law and that the Company and its Affiliated
Companies shall be entitled to equitable relief, including specific performance
and injunctive relief as remedies for any such breach or threatened or
attempted breach. The Executive hereby consents to the grant of an injunction
(temporary or otherwise) against the Executive or the entry of any other court
order against the Executive prohibiting and enjoining him from violating, or
directing him to comply with any provision of Sections . The Executive also
agrees that such remedies shall be in addition to any and all remedies,
including damages, available to the Company and its Affiliated Companies
against him for such breaches or threatened or attempted breaches. In addition,
without limiting the remedies of the Company and its Affiliated Companies for
any breach of any restriction on the Executive set forth in Sections 11 through
13, except as required by law, the Executive shall not be entitled to any
payments set forth in Section 4 hereof if the Executive breaches the
covenant applicable to the Executive contained in Sections 11 through 13 and
the Company and its Affiliated Companies will have no obligation to pay any of
the amounts that remain payable by the Company under Section 4.


 


15.                                 Successors. This Agreement is personal to
the Executive and without prior written consent of the Company, shall not be
assignable by the Executive. To the extent provisions contained herein relate
to the Executive’s legal representatives, this Agreement shall inure to the
benefit of and be enforceable by such legal representatives. This Agreement
shall inure to the benefit of and be binding upon the Company and its
successors and assigns. The Company will require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform it if not such
succession had taken place. As used in this Agreement, “Company” shall mean the
Company as hereinbefore defined and any successor to its business and/or assets
as set forth herein and any successor to its business and/or assets as set
forth herein which assumes and agrees to perform this Agreement.


 


16.                                 Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York,
without reference to principles of conflict of laws. The captions of this
Agreement are not part of the provisions hereof and shall have no force or
effect. This Agreement may not be amended or modified otherwise than by a written
agreement executed by the parties hereto or their respective successors and
legal representatives.


 


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17.                                 Notices. All notices and other
communications hereunder shall be in writing and shall be given by hand
delivery to the other party or by registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:


 


	
  If to the Executive:

  
	
   

  
	
  David J. Morris

  
	
  315 Willow Glade Point

  
	
  Alpharetta, Georgia 30022

  
	
   

  
	
  If to the Company:

  
	
   

  
	
  BlueLinx Corporation

  
	
  4100 Wildwood Parkway

  
	
  Atlanta, Georgia 30339

  
	
  Attention: Chief Executive Officer

  
	
   

  
	
  With a copy to:

  
	
   

  
	
  Cerberus Capital Management, L.P.

  
	
  299 Park Avenue

  
	
  New York, New York 10171

  
	
  Attention: Lenard Tessler

  
	
   

  
	
  And a copy to:

  
	
  Schulte Roth & Zabel LLP

  
	
  919 Third Avenue

  
	
  New York, New York 10022

  
	
  Attention: Stuart D. Freedman, Esq.

  



 


or
to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective when
actually received by the addressee.


 


18.                                 Tax Withholding. The Company may withhold from
any amounts payable under this Agreement such federal, state, local or foreign
taxes as shall be required to be withheld pursuant to any applicable law or
regulation.


 


19.                                 Entire Agreement. This Agreement contains the
entire agreement between the parties with respect to the subject matter hereof
and supersedes all prior agreements, written or oral, with respect thereto. The
parties hereto understand and acknowledge that the agreement dated
April 1, 2002 between the Executive and Georgia-Pacific Corporation has
been terminated.


 


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20.                                 Waiver and Amendments. This Agreement may be amended,
modified, superseded, canceled, renewed or extended, and the terms and
conditions hereof may be waived, only by a written instrument signed by the
parties or, in the case of a waiver, by the party waiving compliance. No delay
on the part of any party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof, nor shall any waiver on the part of any
right, power or privilege hereunder, nor any single or partial exercise of any
right, power or privilege hereunder, preclude any other or further exercise
thereof or the exercise of any other right, power or privilege hereunder.


 


21.                                 Arbitration. The Company and Executive
agree to arbitrate any controversy or claim arising out of this Agreement or
otherwise relating to Executive’s employment by the Company or the termination
of such employment to the extent required (including, but not limited to, any
claims of breach of contract, wrongful termination or age, sex, race or other
discrimination); provided that the Company shall have the right to, and be
permitted to, seek and obtain injunctive relief from a court of competent
jurisdiction pursuant to Section 14 above in the state or federal courts
located in the State of New York. Any such arbitration shall be fully and
finally resolved in binding arbitration in a proceeding in the State of New
York, in accordance with the National Rules for the Resolution of Employment
Disputes of the American Arbitration Association before a single arbitrator.
The arbitrator shall not have the authority to modify or change any of the terms
of this Agreement, except as provided in Section 25 hereof. The
arbitrator’s award shall be final and binding upon the parties, and judgment
upon the award may be entered in any court of competent jurisdiction in any
state of the United States or country or application may be made to such court
for a judicial acceptance of the award and an enforcement as the law of such
jurisdiction may require or allow. Each party thereto shall bear its own costs
incurred in any such arbitration, including legal fees and expenses.


 


22.                                 Counterparts. This Agreement may be executed
in counterparts, each of which shall be deemed an original but all of which
shall constitute one and the same instrument.


 


23.                                 Headings. The headings in this Agreement
are for convenience of reference only and shall not limit or otherwise affect
the meaning of terms contained herein.


 


24.                                 Severability. If any term, provision,
covenant or restriction of this Agreement, or any part thereof, is held by a
court of competent jurisdiction of any foreign, federal, state, county or local
government or any other governmental, regulatory or administrative agency or
authority to be invalid, void, unenforceable or against public policy for any
reason, the remainder of the terms, provisions, covenants and restrictions of
this Agreement shall remain in full force and effect and shall in no way be
affected or impaired or invalidated. The Executive acknowledges that the
restrictive covenants contained in Sections 11 through 13 are a condition of
this Agreement and are reasonable and valid in temporal scope and in all other
respects.


 


25.                                 Judicial Modification. If any court or arbitrator
determines that any of the covenants in Sections 11 through 13, or any part of
any of them, is invalid or unenforceable, the remainder of such covenants and
parts thereof shall not thereby be affected and shall be given full effect,
without regard to the invalid portion. If any court or arbitrator determines
that any of such covenants, or any part thereof, is invalid or unenforceable
because of the geographic or


 


9
















 


temporal
scope of such provision, such court or arbitrator shall reduce such scope to
the minimum extent necessary to make such covenants valid and enforceable.


 


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IN WITNESS WHEREOF, the parties hereto, intending to be
legally bound hereby, have executed this Agreement as of the day and year first
above mentioned.


 


	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ David J. Morris

  	
   

  
	
   

  	
  Name: David J. Morris

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BLUELINX
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles H. McElrea

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Charles H. McElrea

  
	
   

  	
   

  	
  Title:

  	
  CEO

  
						



 


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