8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 10, 2023

 

LL Flooring Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-33767	27-1310817
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
4901 Bakers Mill Lane
Richmond, Virginia		23230
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 804 463-2000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	LL	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers  

At the Annual Meeting of Stockholders of LL Flooring Holdings, Inc. (the “Company”) held on May 10, 2023 (the “2023 Annual Meeting”), stockholders approved the LL Flooring Holdings, Inc. 2023 Equity Compensation Plan (the “2023 Plan”). The 2023 Plan, which became effective upon stockholder approval, permits the granting of stock options (both incentive and non-qualified options), other stock-based awards, and cash incentive awards. The maximum number of shares of the Company’s common stock that may be issued under the 2023 Plan is 1,750,000. In addition, the number of shares remaining available for issuance under the Company’s Amended and Restated 2011 Equity Compensation Plan (the “Prior Plan”) that are not the subject of outstanding awards as of the effective date for issuance, as well as any outstanding awards under the Prior Plan that are forfeited, canceled or otherwise terminated, other than by exercise, will be added to the shares of common stock available for issuance under the 2023 Plan. As a result of the approval of the 2023 Plan, the Company will no longer grant any awards under the Prior Plan.

The full text, along with a summary, of the 2023 Plan is set forth in the Company’s proxy statement for the 2023 Annual Meeting filed with the Securities and Exchange Commission on April 3, 2023 (the “Proxy Statement”), with the 2023 Plan and its Summary being incorporated herein by reference.

Grants under the 2023 Plan may be evidenced by entry into an Employee Performance-Based Stock Unit Award Agreement, Employee Restricted Stock Award Agreement, Non-Employee Director Restricted Stock Award Agreement, or Non-Employee Director Restricted Stock Unit Award Agreement, forms of which are filed as Exhibits 10.1, 10.2, 10.3, and 10.4 hereto and incorporated herein by reference.
 

  Item 5.07   Submission of Matters to a Vote of Security Holders.  

At the 2023 Annual Meeting, the stockholders of the Company (i) elected the three Class II directors for three (3)-year terms, each to hold office until the 2026 Annual Meeting of Stockholders, and until their successors are elected and qualified, (ii) approved a non-binding advisory resolution approving the compensation of the Company’s named executive officers, (iii) set the frequency of future advisory votes on executive compensation at every one year, (iv) approved an amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors, (v) approved the LL Flooring Holdings, Inc. 2023 Equity Compensation Plan and (vi) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. A quorum of the Company’s common stock was present for the 2023 Annual Meeting. The following are the results of the matters voted on at the 2023 Annual Meeting:

(1)In the election of three (3) Class II directors for three (3)-year terms to hold office until the 2026 Annual Meeting of Stockholders and until their successors are elected and qualified, each Class II director nominee was elected by a vote of the stockholders as follows:

Director	For	Withheld	Broker Non-Votes
David A. Levin	14,062,834	603,874	6,718,569
Martin F. Roper	13,295,661	1,371,047	6,718,569
Charles E. Tyson	14,013,462	653,246	6,718,569

(2)The proposal to approve a non-binding advisory resolution approving the compensation of the Company’s named executive officers as disclosed in the Proxy Statement was approved by the stockholders as follows:

For	Against	Abstain	Broker Non-Votes
12,884,163	1,736,015	46,530	6,718,569

(3)The proposal to approve a non-binding advisory resolution on the frequency of future advisory votes on executive compensation (“say-on-pay votes”) as disclosed in the Proxy Statement was approved by the stockholders as follows:

One Year	Two Years	Three Years	Abstain	Broker Non-Votes
13,830,584	33,312	723,314	79,498	6,718,569

The Company has considered the outcome of this advisory vote and has determined that the Company will hold future say-on-pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of say-on-pay votes. The next advisory vote regarding the frequency of say-on-pay votes is required to occur no later than the Company's 2029 Annual Meeting of Stockholders.

(4)The proposal to approve an amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors as disclosed in the Proxy Statement was approved by the stockholders as follows:

For	Against	Abstain	Broker Non-Votes
14,340,473	253,912	72,323	6,718,569

(5)The proposal to approve the LL Flooring Holdings, Inc. 2023 Equity Compensation Plan as disclosed in the Proxy Statement was approved by the stockholders as follows:

For	Against	Abstain	Broker Non-Votes
13,467,496	1,154,714	44,498	6,718,569

(6)The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was approved by stockholders as follows:

For	Against	Abstain
21,127,220	220,259	37,798

  Item 9.01   Financial Statements and Exhibits.  

(d)	Exhibits.
	Exhibit No.	Description
	10.1	Form of Employee Performance-Based Stock Unit Award under the LL Flooring Holdings 2023 Equity Incentive Plan.
	10.2	Form of Employee Restricted Stock Award Agreement under the LL Flooring Holdings 2023 Equity Incentive Plan.
	10.3	Form of Non-Employee Director Restricted Stock Award Agreement under the LL Flooring Holdings 2023 Equity Incentive Plan.
	10.4	Form of Non-Employee Director Restricted Stock Unit Award Agreement under the LL Flooring Holdings 2023 Equity Incentive Plan.
	104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			LL FLOORING HOLDINGS, INC.
Date:	May 11, 2023	By:	/s/ Alice G. Givens
			Alice G. Givens Chief Legal, Ethics and Compliance Officer and Corporate Secretary

EX-10.1

Exhibit 10.1

 

4901 Bakers Mill Lane

Richmond, Virginia 23230

[Date]

[Name]

[Address]

RE: Employee Performance-Based Stock Unit Award (PSU) Agreement

Dear Participant:

LL Flooring Holdings, Inc. (the “Company”) has granted to you an Award of Stock Units pursuant and subject to the provisions of the LL Flooring Holdings, Inc. 2023 Equity Compensation Plan (the “Plan”). All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

This Award of Stock Units 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 the following number of Stock Units(the “Stock Units”) (collectively the “Target Number” of Stock Units) as of the following date (the “Grant Date”), each Stock Unit corresponding to one share of the common stock of the Company, par value $.001 per share (the “Stock”).

Grant Date	[Date]
Target Number of Stock Units Granted	[Number]

Subject to the terms and conditions of the Plan and this Award Agreement, each Stock Unit represents an unsecured promise of the Company to deliver, and your right to receive, one share of the Stock of the Company at the time and on the terms and conditions set forth herein. As a holder of Stock Units, you only have the rights of a general unsecured creditor of the Company. The Stock Units are subject to the performance and employment-based vesting restrictions and other terms set forth in this Award Agreement and the Plan. Until the performance and employment-based vesting restrictions have lapsed and the Stock Units are to be settled, the Stock Units are forfeitable and nontransferable.

2.Vesting. The Award of Stock Units is subject to the following performance and employment-based vesting terms and conditions:

(a)Except as otherwise set forth herein, the Stock Units shall be considered performance-based (“Performance-Based”) and shall become vested and payable with respect to that number of Stock Units subject to this Award Agreement that correlates to the performance objective achieved for the three-year performance period beginning [Date] and ending [Date] (the “Performance Period”) set forth on the attached Exhibit A, as determined by the Committee in its sole discretion, provided you remain continuously employed by the Company from the Date of Grant through the end of the Performance Period. Notwithstanding the foregoing, none of the Stock Units shall become vested and payable if the performance objective for the Performance Period set forth on Exhibit A is not achieved at or above the designated levels set forth therein.

(b)Upon a Change in Control before the end of the Performance Period, the Stock Units subject to this Award Agreement shall become eligible to vest and become payable with respect to the Target Number of Stock Units. In the event no provision is made for the continuance, assumption or substitution by the Company or its successor in connection with a Change in Control of the Stock Units, then, contemporaneously with the Change in Control, the Stock Units shall become vested and payable with respect to the Target Number of Stock Units, to the extent not vested previously, subject to your continued employment with the Company until the date of the Change in Control. If provision is made for the continuance, assumption or substitution by the Company or its successor in connection with the Change in Control of the Stock Units subject to this Award Agreement, then the Stock Units shall become vested and payable with respect to the Target Number of Stock Units, to the extent not vested previously, subject to your continued employment with the Company through the last day of the Performance Period or, if earlier, contemporaneously with the termination of your employment with the Company if your employment is terminated by you for Good Reason or is terminated by the Company, and such termination is not a Termination for Cause, in each case on or after the Change in Control and on or before the end of the Performance Period. “Good Reason” and “Termination for Cause” are defined in Section 16 of this Award Agreement.

(c)If you die or suffer a Disability (as determined by the Committee) while you are employed by the Company, and your employment with the Company is terminated as a result of such death or Disability prior to the end of the Performance Period (or, if earlier, prior to a Change in Control in connection with which no provision is made for the continuance, assumption or substitution by the Company or its successor in connection with a Change in Control of the Stock Units), the Stock Units subject to this Award Agreement shall remain outstanding until the end of the Performance Period (or, if earlier, until a Change in Control in connection with which no provision is made for the continuance, assumption or substitution by the Company or its successor in connection with a Change in Control of the Stock Units) and shall become vested and payable as if you had remained employed with the Company until the end of the Performance Period (or, if earlier, a Change in Control in connection with which no provision is made for the continuance, assumption or substitution by the Company or its successor in connection with a Change in Control of the Stock Units), with respect to the number of Stock Units that otherwise would have become vested and payable through the end of the Performance Period or, if earlier, Change in Control, multiplied by a fraction, the numerator of

which is the number of full months elapsed from the first day of the Performance Period until the last day of the month which includes the date of your death or Disability, and the denominator of which is the number of full months between the first day of the Performance Period and the last day of the Performance Period or, if earlier, the last day of the month which includes the date of a Change in Control in connection with which no provision is made for the continuance, assumption or substitution by the Company or its successor in connection with a Change in Control of the Stock Units). If you die or suffer a Disability (as determined by the Committee) while you are employed by the Company, and your employment with the Company is terminated as a result of such death or Disability after the end of the Performance Period, then, the Stock Units shall become vested and payable with respect to the number of Stock Units that are to become vested and payable for the Performance Period, notwithstanding your subsequent death or Disability. If you die or suffer a Disability (as determined by the Committee) while you are employed by the Company, and your employment with the Company is terminated as a result of such death or Disability before the end of the Performance Period and after the date of a Change in Control in connection with which provision is made for the continuance, assumption or substitution by the Company or its successor in connection with a Change in Control of the Stock Units, the Stock Units shall become vested and payable with respect to the Target Number of Stock Units multiplied by a fraction, the numerator of which is the number of full months elapsed from the first day of the Performance Period until the last day of the month which includes the date of your death or Disability, and the denominator of which is the number of full months in the Performance Period.

(d)Except as otherwise set forth above, you must be employed by the Company on the relevant date for any Stock Units to become vested and payable. If your employment with the Company terminates for any reason other than your death or Disability, and other than by you for Good Reason or by the Company on or after a Change in Control and on or before the end of the Performance Period, and such termination is not a Termination for Cause, any rights you may have under this Award Agreement with regard to unvested Stock Units shall be null and void. Any rights you may have under this Award Agreement with regard to unvested Stock Units shall be forfeited and become null and void at the earliest time at which the Stock Units may no longer become vested and payable pursuant to the terms hereof. The date upon which the Stock Units become vested and payable shall be referred to as the “Vesting Date.”

3.Settlement of Award. Subject to the terms of Section 2 above, the Company shall issue to you one share of Stock for each Stock Unit that has become vested and payable under Section 2 above and shall deliver to you such shares of Stock as soon as practicable (and within thirty (30) days) after the Vesting Date. In its sole discretion, the Company may elect to deliver the Stock to you by book-entry in the Company’s books or by electronic delivery to a brokerage account established for your benefit at a financial/brokerage firm selected by the Company. You agree to complete and sign any documents and take any additional action that the financial/brokerage firm designated by the Company may request to enable the Company to deliver the Stock on your behalf.

4.Cash Dividends. For so long as you hold outstanding Stock Units under this Award Agreement, if the Company pays any cash dividends on its Stock, then the Company will pay to you in cash for each outstanding Stock Unit covered by this Award Agreement as of the record date for such dividend, less any required withholding taxes, the per share amount of such

dividend that you would have received had you owned the underlying shares of Stock as of the record date of the dividend if, and only if, the Stock Units become vested and payable and the related shares of Stock are issued to you pursuant to the terms of this Award Agreement. In that case, the Company shall pay such cash amounts to you, less any required withholding taxes, at the same time the related shares of Stock are delivered to you. The additional payments pursuant to this Section 4 shall be treated as a separate arrangement.

5.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, the Committee may declare that all or a portion of this 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, you shall repay to the Company all or any shares of 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 Stock awarded to you under this Award Agreement, along with the gross amount, before withholdings, of any cash dividends paid to you under this Award Agreement, 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 Stock Units reflected in this Award Agreement constitutes acceptance of the forfeiture and repayment provisions of this Section.

6.Rights as a Shareholder. Except as set forth in Section 4 above, you shall not have any rights as a shareholder with respect to shares of Stock subject to these Stock Units until issuance of the shares of Stock.

7.Transfer Restrictions. You may not sell, assign, transfer, pledge, hypothecate or encumber the Stock Units awarded to you under this Award Agreement prior to the time such Stock Units become fully vested and payable in accordance with this Award Agreement and the shares of Stock are issued to you.

8.Fractional Shares. A fractional share of Stock will not be issued and the Committee shall determine in its sole discretion whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional shares of Common Stock or whether such fractional shares of Common Stock or any rights thereto shall be cancelled, terminated, or otherwise eliminated with or without consideration.

9.Adjustments. If the number of outstanding shares of 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 Stock Units shall be proportionately adjusted by the Committee, whose determination shall be binding.

10.Notices. Any notice to be given to the Company under the terms of this Award Agreement shall be addressed to the Corporate Secretary at LL Flooring Holdings, Inc., 4901 Bakers Mill Lane, Richmond, Virginia 23230. 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.

11.Applicable Withholding Taxes. No Stock Units shall become vested and payable until you have paid to the Company 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. As a condition to the settlement of the Award, you shall be required to pay any required withholding taxes attributable to the Award in cash or cash equivalent acceptable to the Committee. However, the Company in its discretion may, but is not required to, allow you to satisfy any such applicable withholding taxes (but only for the minimum required withholding that would not result in adverse financial accounting consequences) (i) by allowing you to surrender shares of Stock that you already own, (ii) through a cashless transaction through a broker, (iii) by means of a “net settlement” procedure, (iv) by such other medium of payment as the Committee shall authorize or (v) by any combination of the allowable methods of payment set forth herein.

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 grant of the Award, and any delivery of shares of Stock to be issued under the Award, until you have executed such indication or agreements.

13.Acceptance of Stock Units. By signing this Award Agreement, you indicate your acceptance of the Stock Units 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 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 Stock Units granted under this Award Agreement will not become vested or payable if you do not accept this Award Agreement by signing this Award Agreement within thirty (30) days after the Grant Date.

14.Clawback. The Stock Units are subject to such clawback as may be determined under the Company’s Clawback Policy (as such Clawback Policy is in effect from time to time) or as may be required by any applicable law, government regulation or stock exchange listing requirement. Your acceptance of the Stock Units reflected in this Award Agreement constitutes acceptance of the clawback provisions described in this Section 14. This Section 14 is intended to comply with Section 954 of Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and all regulations and rulemaking thereunder and should be interpreted accordingly.

15.Binding Effect. This Award 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 shall include any successor company.

16.Definitions. For purposes of this Award Agreement:

(a)“Good Reason” shall have the same meaning as under any employment, severance or change in control agreement between you and the Company, or if no such

employment or severance agreement exists or such agreement does not contain any such definition, “Good Reason” shall mean your voluntary termination of employment with the Company based on (i) the company’s failure to pay or provide, or a material reduction in, your base salary or annual target bonus opportunity, or (ii) a material reduction in your responsibilities within the Company, provided you give the Company which employs you notice of any event or condition that would constitute "Good Reason" within thirty (30) days of the event or condition which would constitute "Good Reason," and upon receipt of such notice the Company shall have thirty (30) days to remedy such event or condition, and if such event or condition is not remedied within such thirty (30)-day period, any termination of employment by you for "Good Reason" must occur within sixty (60) days after the period for remedying such condition or event has expired.

(b)“Termination for Cause” shall mean termination of your employment for “Cause” as defined under any employment, severance or change in control agreement between you and the Company or, if no such agreement exists or such agreement does not contain any such definition, “Cause” shall mean your (i) personal dishonesty, (ii) fraud, (iii) willful or repeated misconduct, (iv) gross negligence, (v) breach of a fiduciary duty to the Company, (vi) intentional failure to perform your duties, (vii) material violation of Company, (viii) unsatisfactory performance of your job duties; provided, however, that in such instances where the Company, at its sole discretion, deems such unsatisfactory performance curable, the Company shall give such notice and opportunity to cure as the Company deems reasonable, (ix) material noncompliance with financial reporting requirements under federal securities laws, (x) conviction of or plea of guilty or “no contest” to a felony or crime of moral turpitude under the laws of the United States or any state thereof, and/or (xi) action or inaction that materially diminishes or impairs the goodwill or reputation of the Company.

17. Section 409A. This Award is intended to be exempt from Section 409A of the Code as a short-term deferral, because settlement of the Award is to occur later than 2½ months after the later of (i) the end of the Company’s fiscal year in which the Stock Units become vested or (y) the end of the calendar year in which the Stock Units become vested. Notwithstanding the preceding, the Company shall not be liable to you or any other person if the Internal Revenue Service or any court or other authority having jurisdiction over such matter determines for any reason that any payments hereunder are subject to taxes, penalties or interest as a result of failing to be exempt from, or comply with, Section 409A of the Code.

18. No Right to Continued Employment. Neither the Plan, the granting of this Award nor any other action taken pursuant to the Plan or this Award constitutes or is evidence of any agreement or understanding, express or implied, that the Company will retain you as an employee or other service provider for any period of time or at any particular rate of compensation.

IN WITNESS WHEREOF, the Company has caused this Performance-Based Stock Unit Award Agreement to be signed on its behalf by its duly-authorized officer on the day and year first indicated above.

LL FLOORING HOLDINGS, INC.
By:
	Name:
	Title:

LL FLOORING HOLDINGS, INC.
PERFORMANCE-BASED
STOCK UNIT AWARD AGREEMENT

Exhibit A

Subject to the provisions of this award Agreement, the number of stock units covered by this award Agreement that will vest and become payable BASED ON Performance ACHIEVED FOR THE PERFORMANCE PERIOD will be determined AS FOLLOWS:

[Performance Criteria to be Approved by the Compensation Committee at Grant Each Year]

EX-10.2

Exhibit 10.2

 

4901 Bakers Mill Lane

Richmond, Virginia 23230

[Date]

[Name]

[Address]

RE: Employee Restricted Stock Award (RSA) Agreement

Dear Participant:

LL Flooring 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 employment-based vesting restrictions and other terms set forth in this Award Agreement and in the LL Flooring Holdings, Inc. 2023 Equity Compensation Plan (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 the following shares of Company Stock (the “Restricted Stock”) as of the following date (the “Grant Date”).

Grant Date	[Date]
Shares Granted	[Number]

The Restricted Stock is subject to the vesting restrictions set forth in Section 2 below. Until the vesting restrictions have lapsed, 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 vest, and shall no longer be subject to restriction, upon your continued employment with the Company through the following Vesting Dates:

Vesting Date	Number of Shares
[Date]	[Number]
[Date]	[Number]
[Date]	[Number]

(b) If, as part of a Change in Control of the Company (as defined in the Plan) or during the two (2) year period following a Change in Control of the Company, your employment with the Company is terminated by you for Good Reason or is terminated by the Company and such termination is not a Termination for Cause, the Restricted Stock granted hereunder shall become 100% vested to the extent not already vested. “Good Reason” and “Termination for Cause” are defined in Section 17 of this Award Agreement.

(c) If you die or suffer a Disability (as determined by the Committee) while you are employed by the Company) and your employment with the Company is terminated as a result of such death or Disability and you are not otherwise 100% vested in the Restricted Stock granted hereunder, the total number of shares of Restricted Stock that shall be vested (including any shares in which you are already vested under this Award Agreement) shall equal the total number of shares listed above in Section 1 multiplied by a fraction (not to exceed 1), the numerator of which is the number of full months elapsed from the Grant Date until the date of your death or Disability, and the denominator of which is the number of months between the Grant Date and the final vesting date listed in the table in Section 2(a).

(d) Notwithstanding the foregoing, you must be employed by the Company on the relevant date for any Restricted Stock to vest. If your employment with the Company terminates for any reason, any rights you may have under this Award Agreement with regard to unvested Restricted Stock shall be null and void.

3. Dividends. During the period beginning with the Grant Date and ending with the Vesting Date 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 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 shareholders of record.

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, 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, 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, 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 Restricted Stock reflected in this Award Agreement constitutes acceptance of the forfeiture and repayment provisions of this Section.

5. Cancellation of Restricted Stock. To facilitate the cancellation of any Restricted Stock pursuant to Section 2 above, you hereby appoint the Chief Financial Officer 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.

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 the Committee shall determine in its sole discretion whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional shares of Common Stock or whether such fractional shares of Common Stock or any rights thereto shall be cancelled, terminated, or otherwise eliminated with or without consideration.

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 Chief Financial Officer at LL Flooring Holdings, Inc., 4901 Bakers Mill Lane, Richmond, Virginia 23230. 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 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.

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. If, as a result of material non-compliance with any financial information required to be reported under securities laws, the Company is required to prepare a restatement of its financial statements, then you will, with the approval of the Committee, forfeit or repay the proceeds of all or a portion of the Restricted Stock under this Agreement if it was awarded within the three fiscal year-period preceding the date of such restatement. The forfeited or repayment amount shall equal the difference between the Restricted Stock reflected in this Agreement and the amount, if any, that would have been granted based on the restated financial statements. The Committee shall determine and approve the amount of such forfeited or repayment amount. Repayment 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. Further, this Restricted Stock is subject to such deductions 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). Your acceptance of the Restricted Stock reflected in this Award Agreement constitutes acceptance of the repayment provisions described in this Section.

This Section 15 is intended to comply with Section 954 of Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and all regulations and rulemaking thereunder and should be interpreted accordingly.

16. Binding Effect. This Award 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 shall include any successor company.

17. Definitions. For purposes of this Award Agreement:

(a) “Good Reason” shall include (i) failure to pay or provide, or a material reduction in, your compensation or benefits, or (ii) a material reduction in your responsibilities within the Company.

(b) “Termination for Cause” shall mean termination of your employment for your (i) personal dishonesty, (ii) fraud, (iii) willful or repeated misconduct, (iv) gross negligence, (v) breach of a fiduciary duty to the Company, (vi) intentional failure to perform your duties, (vii) material violation of Company policy, (viii) unsatisfactory performance of your job duties; provided, however, that in such instances where the Company, at its sole discretion, deems such unsatisfactory performance curable, the Company shall give such notice and opportunity to cure as the Company deems reasonable, (ix) material noncompliance with financial reporting requirements under federal securities laws, (x) conviction of or plea of guilty or “no contest” to a felony or crime of moral turpitude under the laws of the United States or any state thereof, and/or (xi) action or inaction that materially diminishes or impairs the goodwill or reputation of the Company.

IN WITNESS WHEREOF, the Company has caused this Restricted Stock Award

Agreement to be signed on its behalf by its duly-authorized officer on the day and year first indicated above.

LL FLOORING HOLDINGS, INC.
By:
	Name:
	Title:

EX-10.3

Exhibit 10.3

 

4901 Bakers Mill Lane

Richmond, Virginia 23230

[Date]

[Name]

[Address]

RE: Non-Employee Director Restricted Stock Award (RSA) Agreement

Dear Participant:

LL Flooring 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 Non-Employee Director Restricted Stock Award Agreement (the “Award Agreement”) and in the LL Flooring Holdings, Inc. 2023 Equity Compensation Plan (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 the following shares of Company Stock (the “Restricted Stock”) as of the following date (the “Grant Date”).

Grant Date	[Date]
Shares Granted	[Number]

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 immediately prior to the next annual meeting of stockholders. Additionally, the Committee may in its sole discretion (but is not

obligated to) determine that your shares of Restricted Stock 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, subject to your continued service on the Board immediately prior to the Change in Control.

(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. Delivery of Unrestricted Shares of Stock. When your shares of Restricted Stock become vested, you shall be entitled to receive unrestricted shares of Stock and, if your stock certificates evidencing the shares of Stock contain legends restricting the transfer of such shares of Stock, you will be entitled to receive new stock certificates free of such legends (except any legends requiring compliance with securities laws).

4. 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 on outstanding shares of Stock shall be paid to you, subject to the same restrictions as set forth in Section 2 above, with respect to the shares of Restricted Stock to which such dividends or other distributions relate, and (b) dividends or other distributions paid in cash on outstanding shares of Stock shall be held uninvested and without interest, subject to the same restrictions as set forth in Section 2 above, with respect to the shares of Restricted Stock to which such dividends or other distributions relate, and paid to you in cash, without interest, if and no later than thirty (30) day after the shares of Restricted Stock to which the dividends or other distributions relate become vested in accordance with the provisions of this Award Agreement. You will not be entitled to receive any such dividends or other distributions paid on outstanding shares of Stock if your shares of Restricted Stock do not become vested.

5. 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, 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, 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 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.

6. Cancellation of Restricted Stock. To facilitate the cancellation of any Restricted Stock pursuant to Section 2 above, you hereby appoint the Chief Financial Officer 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.

7. 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.

8. 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 4.

9. 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.

10. Fractional Shares. A fractional share of Company Stock will not be issued and the Committee shall determine in its sole discretion whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional shares of Common Stock or whether such fractional shares of Common Stock or any rights thereto shall be cancelled, terminated, or otherwise eliminated with or without consideration.

11. 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.

12. Notices. Any notice to be given to the Company under the terms of this Award Agreement shall be addressed to the Chief Financial Officer at LL Flooring Holdings, Inc., 4901 Bakers Mill Lane, Richmond, Virginia 23230. 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.

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 and/or unrestricted shares of Stock until you have executed such indication or agreements.

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 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 in writing (as set forth below) and return the executed agreement within thirty (30) days after the Grant Date.

15. Clawback. Pursuant to Section 26 of the Plan, any Award granted pursuant to the Plan also 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 26 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. Section 83(b). You may elect (as required by Section 83(b) of the Code) within thirty (30) days after the Grant Date to include in gross income for federal income tax purposes in the year of issuance the Fair Market Value of the Restricted Stock. You acknowledge, however, that it is your sole responsibility, and not the Company’s, to file timely and properly make the election under Section 83(b) of the Code and any corresponding provisions of state tax laws if you decide to make such election, and you agree to timely provide the Company with a copy of any such election.

17. 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 shall include any successor company.

18. 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. Notwithstanding the foregoing, the Company shall not be liable to you or any other person if the Internal Revenue Service or any court or other authority determines for any reason that any delivery of shares of Stock or payment of dividends or other distributions are subject to taxes, penalties or interest as the result of failing to be exempt from, or comply with, Section 409A of the Code.

IN WITNESS WHEREOF, the Company has caused this Non-Employee Director Restricted Stock Award Agreement to be signed on its behalf by its duly-authorized officer on the day and year first indicated above.

LL FLOORING HOLDINGS, INC.
By:
	Name:
	Title:

EX-10.4

Exhibit 10.4

 

4901 Bakers Mill Lane

Richmond, Virginia 23230

[Date]

[Name]

[Address]

RE: Non-Employee Director Restricted Stock Unit (RSU) Award Agreement

Dear Participant:

LL Flooring Holdings, Inc. (the “Company”) has designated you to be a recipient of an award of stock units with respect to 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 Non-Employee Director Restricted Stock Unit Award Agreement (the “Award Agreement”) and in the LL Flooring Holdings, Inc. 2023 Equity Compensation Plan (the “Plan”).

The grant of these stock units 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 the following stock units (the “Stock Units”) as of the following date (the “Grant Date”).

Grant Date	[Date]
Stock Units Granted	[Number]

The Stock Units are subject to the vesting requirement set forth in Section 2 below. Until the vesting requirement has been satisfied, the Stock Units are forfeitable and nontransferable.

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

(a)The Stock Units shall 100% vest, and shall no longer be subject to forfeiture, upon your continued service on the Board immediately prior to the next annual meeting of stockholders. Additionally, the Committee may in its sole discretion (but is not obligated to)

determine that your Stock Units shall become 100% fully vested upon the date you cease serving on the Board.

(b)The Stock Units 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, subject to your continued service on the Board immediately prior to the Change in Control.

(c)Your Stock Units will be forfeited at the time you cease serving on the Board if the Stock Units are not vested at such time and the Committee does not exercise its discretion to determine that your Stock Units 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 the applicable Stock Units, (a) dividends or other distributions paid in shares of Stock on outstanding shares of Stock shall be credited to you, subject to the same restrictions as set forth in Section 2 above, with respect to the shares of Stock underlying your Stock Units to which such dividends or other distributions relate, and (b) dividends or other distributions paid in cash on outstanding shares of Stock shall be held uninvested and without interest, subject to the same restrictions as set forth in Section 2 above, with respect to the shares of Stock underlying your Stock Units to which such dividends or other distributions relate, and, except as otherwise set forth in Section 6 below, paid to you in cash, without interest, if and at the same time that the shares of Stock underlying your Stock Units to which the dividends or other distributions relate are issued to you in accordance with the provisions of this Award Agreement. You will not be entitled to receive or to be credited any such dividends or other distributions paid on outstanding shares of Stock if your related Stock Units do not become vested.

4.Settlement. Subject to the terms and conditions set forth in Section 2 above and Section 20 of the Plan, except as otherwise set forth in Section 6 below, the Company shall issue to you one share of Stock for each Stock Unit that becomes vested pursuant to Section 2 above as soon as practicable (and no later than thirty (30) days) after the earlier of (i) the Vesting Date applicable to such Stock Units or (ii) your separation from service with the Company, as a non-employee director, within the meaning of Section 409A of the Code.

5.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, the Committee may declare that all or a portion of this Stock Unit 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, 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 Stock Units 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 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.

6.Deferral of Stock Units/Dividends. The Company may permit you to defer receipt of some or all of (i) the shares of Stock otherwise to be issued to you pursuant to your Stock Units and/or (ii) any accumulated cash dividends or other distributions otherwise to be paid to you with respect to any shares of Stock to be issued to you pursuant to your Stock Units, as a result of vesting of your Stock Units. If the Company permits such deferrals, the Company shall establish rules and procedures for making such deferral elections and for the payment of such deferrals, which shall conform in form and substance with applicable regulations promulgated under Section 409A of the Code. Accordingly, any issuance of shares of Stock and/or payment of cash dividends or distributions under your Stock Units that are subject to such deferral shall be issued or paid to you pursuant to your deferral election and such other rules and procedures for making such deferral elections and for the payment of such deferrals.

7.Rights as a Shareholder. Subject to the provisions of this Award Agreement, you generally will not have any rights of a holder of Company Stock with respect to the Stock Units awarded to you under this Award Agreement unless and until the issuance of the related shares of Stock.

8.Transfer Restrictions. You may not sell, assign, transfer, pledge, hypothecate or encumber the Stock Units awarded to you under this Award Agreement prior to the time such Stock Units become fully vested and shares of Stock are issued in accordance with this Award Agreement.

9.Fractional Shares. A fractional share of Company Stock will not be issued and Committee shall determine in its sole discretion whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional shares of Common Stock or whether such fractional shares of Common Stock or any rights thereto shall be cancelled, terminated, or otherwise eliminated with or without consideration.

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 Stock Units 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 Chief Financial Officer at LL Flooring Holdings, Inc., 4901 Bakers Mill Lane, Richmond, Virginia 23230. 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 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 Stock Units and/or shares of Stock upon settlement of your Stock Units until you have executed such indication or agreements.

13.Acceptance of Stock Units. By signing this Award Agreement, you indicate your acceptance of the Stock Units 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 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 Stock Units granted under this Award Agreement will not become vested if you do not accept this Award Agreement in writing (as set forth below) and return the executed agreement within thirty (30) days after the Grant Date.

14.Clawback. Pursuant to Section 26 of the Plan, any Award granted pursuant to the Plan also 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 Stock Units granted hereunder constitutes acceptance of the repayment provisions described in Section 26 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.

15.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 shall include any successor company.

16.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 or comply with the requirements of Section 409A of the Code. Notwithstanding the foregoing, the Company shall not be liable to you or any other person if the Internal Revenue Service or any court or other authority determines for any reason that any delivery of shares of Stock or payment of dividends or other distributions are subject to taxes, penalties or interest as the result of failing to be exempt from, or comply with, Section 409A of the Code.

IN WITNESS WHEREOF, the Company has caused this Non-Employee Director Restricted Stock Unit Award Agreement to be signed on its behalf by its duly-authorized officer on the day and year first indicated above.

LL FLOORING HOLDINGS, INC.
By:
	Name:
	Title:

XML

Document And Entity Information	May 10, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 10, 2023
Entity Registrant Name	LL Flooring Holdings, Inc.
Entity Central Index Key	0001396033
Entity Emerging Growth Company	false
Securities Act File Number	001-33767
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-1310817
Entity Address, Address Line One	4901 Bakers Mill Lane
Entity Address, City or Town	Richmond
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23230
City Area Code	804
Local Phone Number	463-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	LL
Security Exchange Name	NYSE