Exhibit 10.13



 Exhibit 10.13 

 

			
	



	  	 3000 John Deere Road, Toano, VA 23168
 Phone: (757) 259-4280.• Fax (757) 259-7293

www.lumberliquidators.com


                     ,          

[Name] 
 [Street] 

[City, State] 
 Dear [Name]: 

Lumber Liquidators Holdings, Inc. (the “Company”) has designated you to be a recipient of a non-statutory stock option to
purchase shares of the common stock of the Company, par value $.001 per share (“Stock”), subject to the employment-based vesting restrictions and other terms set forth in this Award Agreement and in the Lumber Liquidators Holdings, Inc.
2007 Equity Compensation Plan (the “Plan”). 
 The grant of this stock option is made pursuant to the Plan. The Plan
is administered by the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”). The terms of the Plan are incorporated into this Award Agreement and in the case of any conflict between the
Plan and this Award Agreement, the terms of the Plan shall control. A copy of the Plan will be provided to you upon request. 

1. Grant. In consideration of your agreements contained in this Award Agreement, the Company hereby grants to you a non-statutory
option (“NSO”) to purchase from the Company              shares of common stock of the Company (the “Company Stock”) at
$             per share. The exercise price of the NSO is equal to the closing price of the Company Stock on the New York Stock Exchange on
[                    ] (the “Grant Date”), the date on which the Committee met and approved the granting of the NSO award.

 2. Vesting. The grant of the NSO is subject to the following terms and conditions: 

(a) The shares covered by the NSO shall vest, and shall be exercisable, upon your continued employment with the Company
(or any Related Company) through the following Vesting Dates: 
  

			
	 Vesting Date
	  	 Number of Shares That May Be Exercised

(Vested Portion of NSO)

		  	








 (b) The shares covered by the NSO shall also 100% vest upon a Change in
Control of the Company (as defined in the Plan) to the extent not already exercisable. 
 (c) Notwithstanding the
foregoing, you must be employed by the Company (or any Related Company) on the relevant date for any shares to vest. If your employment with the Company (or any Related Company) terminates for any reason, any rights you may have under the NSO and
this Award Agreement with regard to unvested shares shall be null and void. 
 3. Exercise. 

(a) Except as otherwise stated in this Award Agreement and in the Plan, the NSO may be exercised, in whole or in part,
from the Vesting Date described above until the earliest of (i) ten years and one day following the Grant Date, or (ii) the end of the applicable period set forth in subsection (b) below. Any portion of the NSO that is not exercised
prior to its expiration shall be forfeited. 
 (b) Except as otherwise stated in this section, the NSO may be
exercised only while you are employed by the Company (or any Related Company). The exercisability of the NSO after you have ceased to be employed by the Company (or any Related Company) is subject to the following terms and conditions: 

(i) If your employment by the Company (or any Related Company) is terminated by you or the Company (or any Related
Company) for any reason other than your death or Disability, you may exercise any or all of the NSO that is then fully vested and exercisable within three months after your employment by the Company (or any Related Company) terminates. 

(ii) If you become Disabled while employed by the Company (or any Related Company), you may exercise any or all of the NSO
that is then fully vested and exercisable within one year after your employment by the Company (or any Related Company) terminates on account of Disability. The Committee shall, in its discretion, determine whether you are Disabled. 

(iii) If you die while you are employed by the Company (or any Related Company), the person to whom your rights under the
NSO shall have passed by will or by the laws of distribution may exercise any or all of the NSO that is then fully vested and exercisable within one year after your death. 
 4. Payment Under NSO. You may exercise the NSO in whole or in part, but only with respect to whole shares of Company Stock. You may make payment of the NSO price in cash, in shares of Company Stock
that you already own, or in any combination thereof. If you deliver shares of Company Stock to make any such payment, the shares shall be valued at the Fair Market Value (as defined in the Plan) thereof on the date you exercise the NSO. 

  
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 5. Transferability of NSO. The NSO is not transferable by you (other than by will or
by the laws of descent and distribution) and, except as otherwise stated in this Award Agreement, may be exercised during your lifetime only by you. 
 6. Fractional Shares. A fractional share of Company Stock will not be issued and any fractional shares may be disregarded by the Company. 

7. Adjustments. If the number of outstanding shares of Company Stock is increased or decreased as a result of a stock dividend,
stock split or combination of shares, recapitalization, merger in which the Company is the surviving corporation, or other change in the Company's capitalization without the receipt of consideration by the Company, the number and kind of shares with
respect to which you have an unexercised NSO and the exercise price shall be proportionately adjusted by the Committee, whose determination shall be binding. 
 8. Exercise. To exercise the NSO, you must deliver to the Corporate Secretary of the Company written notice stating the number of shares you have elected to purchase and arrange for payment to the
Company as described in Section 4 above. Notwithstanding the provisions of Section 9, such notice may be sent to the Corporate Secretary via e-mail. 
 9. Notice. Any notice to be given to the Company under the terms of this Award Agreement shall be addressed to the Corporate Secretary at Lumber Liquidators Holdings, Inc., 3000 John Deere Road,
Toano, Virginia 23168. Any notice to be given to you shall be addressed to you at the address set forth above or your last known address at the time notice is sent. Notices shall be deemed to have been duly given if mailed first class, postage
prepaid, addressed as above. 
 10. Forfeiture and Repayment Provision. If the Committee determines, in its sole
discretion, that you have, at any time, willfully engaged in conduct that is harmful to the Company (or any Related Company), the Committee may declare that all or a portion of the NSO is immediately forfeited. If the Committee determines, in its
sole discretion, that you have willfully engaged in conduct that is harmful to the Company (or any Related Company), you shall repay to the Company all or any shares of Common Stock acquired through the exercise of the NSO or all or any of the
amount realized as a result of the sale of Common Stock acquired through the exercise of the NSO, to the extent required by the Committee. Repayment or forfeiture required under this Section shall be enforced by the Board or its delegate, in the
manner the Board or its delegate determines to be appropriate. Your acceptance of the award reflected in this Award Agreement constitutes acceptance of the forfeiture and repayment provisions of this Section. 

  
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 11. Applicable Withholding Taxes. By your acceptance of this Award Agreement, you
agree to pay to the Company the amount that must be withheld under federal, state and local income and employment tax laws (the “Applicable Withholding Taxes”) or to make arrangements satisfactory to the Company for the payment of such
taxes. 
 12. Applicable Securities Laws. You may be required to execute a customary written indication of your
investment intent and such other agreements the Company deems necessary or appropriate to comply with applicable securities laws. The Company may delay delivery of the shares purchased pursuant to the exercise of the NSO until you have executed such
indication or agreements. 
 13. Acceptance of NSO. This Award Agreement deals only with the NSO you have been granted
and not its exercise. Your acceptance of the NSO, which shall be deemed to take place when you sign this Award Agreement, places no obligation or commitment on you to exercise the NSO. By signing this Award Agreement, you indicate your acceptance of
the NSO and your agreement to the terms and conditions set forth in this Award Agreement, which, together with the terms of the Plan, shall become the Company’s Stock Option Agreement with you. You also hereby acknowledge that a copy of the
Plan has been made available and agree to all of the terms and conditions of the Plan, as it may be amended from time to time. Unless the Company otherwise agrees in writing, the NSO reflected in this Award Agreement will not be exercisable as a
Stock Option Agreement if you do not sign and return a copy to [                    ] within thirty days of the Grant Date. 

IN WITNESS WHEREOF, the Company has caused this Stock Option Agreement to be signed, as of this
         date of                     ,
            . 
  

			
	LUMBER LIQUIDATORS HOLDINGS, INC.
		
	By:	 	  

	Name:	 	  

	Its:	 	  




 

	
	Agreed and Accepted:
	
	  

	[Name of Grant Recipient]
	
	  

	[Date]


  
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