Exhibit 10.2


 


 


[FORM OF RESTRICTED AWARD AGREEMENT -
DIRECTOR]


 


3000 John Deere Road, Toano, VA 23168


Phone: (757) 259-4280* Fax (757) 259-7293


 


[Date]


 


[Name]


[Street]


[City, State]


 


RE:Non-Employee Director Restricted
Stock Award Agreement


 


Dear [Name]:


 


Lumber Liquidators
Holdings, Inc. (the “Company”) has designated you to be a recipient of restricted shares of the common stock of the
Company, par value $.001 per share (“Stock”), subject to the service-based vesting restrictions and other terms set
forth in this Award Agreement and in the Lumber Liquidators Holdings, Inc. 2011 Equity Compensation Plan, as amended (the “Plan”).


 


The grant of these
restricted shares of Stock 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 _______________ shares
of Company Stock (the “Restricted Stock”) as of ________________ (the “Grant Date”). The Restricted Stock
is subject to the vesting requirement set forth in Section 2 below. Until the vesting requirement has been satisfied, the Restricted
Stock is forfeitable and nontransferable.


 


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


 


(a)           The
shares of Restricted Stock shall 100% vest, and shall no longer be subject to forfeiture, upon your continued service on the Board
through the date of, and immediately prior to, the 2019 annual meeting of stockholders. Additionally, the Committee may in its
sole discretion (but is not obligated to) determine that your shares shall become 100% fully vested upon the date you cease serving
on the Board.


 


(b)           The
Restricted Stock granted hereunder shall also 100% vest upon a Change in Control of the Company (as defined in the Plan) to the
extent not already vested.


 




     

     


    

 


(c)           Your
shares of Restricted Stock will be forfeited at the time you cease serving on the Board if the shares of Restricted Stock are not
vested at such time and the Committee does not exercise its discretion to determine that your shares of Restricted Stock shall
become vested at such time.


 


3.            Dividends.
During the period beginning with the Grant Date and ending with the vesting date under Section 2 above or the earlier forfeiture
of your Restricted Stock, (a) dividends or other distributions paid in shares of Stock shall be subject to the same restrictions
as set forth in Section 2 above, and (b) dividends paid or other distributions paid in cash on outstanding shares of Stock shall
be paid at the same time as such dividends are paid by the Company with respect to authorized and issued shares held by its other
stockholders of record (provided, however, dividends or other distributions paid in cash shall only be paid to you if you are
serving on the Board as of the record date of such dividends or distributions and payment is made to the Company’s shareholders
of record no later than two and one-half (2 1/2) months after the record date of the applicable dividends or distributions).


 


4.            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 this Restricted
Stock award 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 vested shares of Company Stock
owned by you as a result of this Award Agreement or all or any of the amount realized as a result of the sale of Company Stock
awarded to you under this Award Agreement plus any dividends or distributions paid to you in cash, to the extent required by the
Committee; so long as you have been notified in writing of the Committee’s determination within one year of the vesting of
such Company Stock or payment of such dividends or distributions, as applicable, under this Award Agreement. 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 Restricted Stock reflected in this Award Agreement constitutes acceptance of the forfeiture
and repayment provisions of this Section. Notwithstanding the foregoing, in the event that a Change in Control of the Company has
occurred subsequent to the date of this Award Agreement, a determination that you have willfully engaged in conduct that is harmful
to the Company (or any Related Company) must be made by a Committee the majority of which is made up of members who were serving
as independent directors of the Company during the three-month period immediately preceding the Change of Control of the Company.
Further, notwithstanding anything to the contrary in this Agreement, no repayment or clawback shall be applicable to actions that
occurred either prior or subsequent to your term as a non-employee Director.


 


5.            Cancellation
of Restricted Stock. To facilitate the cancellation of any Restricted Stock pursuant to Section 2 above, you hereby appoint
the Corporate Secretary of the Company as your attorney in fact, with full power of substitution, and authorize him or her, upon
the occurrence of a forfeiture pursuant to Section 2 above, to notify the Company’s registrar and transfer agent of the
forfeiture of such shares and, if necessary, to deliver to the registrar and transfer agent the certificate representing such
shares together with instructions to cancel the shares forfeited. The registrar and transfer agent shall be entitled to rely upon
any notices and instructions delivered by your attorney in fact concerning a forfeiture under the terms of this Award Agreement.


 




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6.            Custody
of Certificates. At the option of the Company, custody of stock certificates evidencing the Restricted Stock shall be retained
by the Company or held in uncertificated form.


 


7.            Rights
as a Shareholder. Subject to the provisions of this Award Agreement, you generally will have all of the rights of a holder
of Company Stock with respect to all of the Restricted Stock awarded to you under this Award Agreement from and after the Grant
Date until the shares either vest or are forfeited, including the right to vote such shares and to receive dividends paid thereon
in accordance with the provisions of Section 3.


 


8.            Transfer
Restrictions. You may not sell, assign, transfer, pledge, hypothecate or encumber the Restricted Stock awarded to you under
this Award Agreement prior to the time such Restricted Stock becomes fully vested in accordance with this Award Agreement.


 


9.            Fractional
Shares. A fractional share of Company Stock will not be issued and any fractional shares shall be paid in cash.


 


10.          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 your unvested Restricted Stock shall
be proportionately adjusted by the Committee, whose determination shall be binding.


 


11.          Notices.
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.


 


12.          Applicable
Withholding Taxes. No Restricted Stock shall be delivered to you until you have paid to the Company (either in cash or by the
surrender of shares of the Restricted Stock) the amount that must be withheld under federal, state and local income and employment
tax laws or you and the Company have made satisfactory arrangements for the payment of such taxes.


 


13.          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 Restricted
Stock until you have executed such indication or agreements.


 




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14.          Acceptance
of Restricted Stock. By signing this Award Agreement, you indicate your acceptance of the Restricted Stock 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
Restricted Stock Award 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 Restricted Stock granted under this Award Agreement will not become vested if you do not accept this Award Agreement
within thirty days of the Grant Date.


 


15.          Clawback.
Pursuant to Section 13.07 of the Plan, any Award granted pursuant to the Plan is subject to such deductions, repayment and
clawback as may be required by any applicable law, government regulation or stock exchange listing requirement (or any policy
adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement), or as otherwise
set out herein. Acceptance of the Restricted Stock granted hereunder constitutes acceptance of the repayment provisions described
in Section 13.07 of the Plan. Notwithstanding anything to the contrary in this Agreement, no repayment or clawback shall be applicable
to actions that occurred either prior or subsequent to your term as a non-employee Director.


 


16.          Binding
Effect. This Agreement shall be binding upon and inure to the benefit of your legatees, distributees, and personal representatives
and the successors of the Company. Any references herein to the Company (or any Related Company) shall include any successor company
to either.


 


17.          Section
409A. It is intended that the delivery of shares of Stock and the payment of dividends or other distributions under this Award
Agreement will be exempt from the requirements of Section 409A of the Code.


 


IN WITNESS WHEREOF, the Company has caused
this Restricted Stock Award Agreement to be signed, as of ________________.


 


	 	LUMBER LIQUIDATORS HOLDINGS, INC.
	 	 	 
	 	By: 	 
	 	 	 
	 	Name: 	 
	 	 	 
	 	Its: 	 


 


	Agreed and Accepted:	 	 
	 	 	 
	 	 	 
	[Name of Grant Recipient]	 	 
	 	 	 
	 	 	 
	[Date]	 	 


 




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