Exhibit 10.1

BlueLinx Holdings Inc. Executive Severance Plan

Effective May 21, 2015

Article I.

ESTABLISHMENT AND PURPOSE

BlueLinx Holdings Inc. has established the BlueLinx Holdings Inc. Executive Severance Plan (the “ Plan ”) effective as of May 21, 2015 (the “ Effective Date ”). The purpose of the Plan is to provide severance payments and benefits to certain eligible employees of BlueLinx Holdings Inc. (the “ Company ”) and its subsidiaries whose employment with the Company is terminated in a Qualifying Termination.

The Plan will be administered for the exclusive purpose of providing eligible employees with severance payments and benefits in accordance with the provisions of the Plan. The Plan is intended to be an unfunded “employee welfare benefit plan” within the scope of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”) and constitute a severance pay plan within the scope of Department of Labor (“ DOL ”) Regulation Section 2510.3-2(b). The Plan is not intended to be a pension plan under Section 3(2) (A) of ERISA.

In the event of any unintended inconsistency between the Plan document and any oral or written communication relating to the Plan, the Plan document shall control. Capitalized terms shall have the meanings provided in Article VII.

Article II.

ELIGIBILITY AND PARTICIPATION

Section 2.1      Eligibility for Separation Benefits Generally . Each Covered Employee may be eligible for Separation Benefits if he or she has a Qualifying Termination and otherwise satisfies all of the conditions described in this Plan, including executing and delivering a nonrevocable Release.

Section 2.2      Release Required . The Company shall have no obligation to provide any Separation Benefits or Severance Pay if a Covered Employee does not deliver an executed Release to the Company within the time set forth in the Release or if the Covered Employee revokes the Release within the time period permitted by applicable law. Notwithstanding any other provision of the Plan, any Severance Pay, or Separation Benefits to be provided under the Plan (other than the Accrued Benefits) prior

to the Covered Employee’s execution of the Release and the expiration of the applicable revocation period, without the Covered Employee revoking same, within the sixty- (60) day period after the Covered Employee’s Termination Date, shall be accumulated and paid in a lump sum or delivered after the Covered Employee’s execution of the Release and the expiration of the applicable revocation period, without the Release being revoked,

Section 2.3      Disqualifying Termination; Termination for Cause; Resignation for Other Than Good Reason . Except as otherwise provided in a Release, if a Covered Employee’s employment terminates on account of a Disqualifying Termination, the Covered Employee shall not be eligible to receive Separation Benefits under the Plan and shall be entitled only to receive his or her Accrued Benefits. The Accrued Benefits shall be payable to the Covered Employee within sixty (60) days following the Covered Employee’s Termination Date.

Section 2.4      Transition Assistance . A Covered Employee will not be entitled to Separation Benefits under this Plan unless the Covered Employee satisfies all reasonable transition assistance requests of the Company to the Company’s reasonable satisfaction, including, without limitation, aiding in the location of files, preparing accounting records, returning all Company property in the Covered Employee’s possession, or repaying any amounts the Covered Employee owes the Company.

Section 2.5      Restrictive Covenants . A Covered Employee will not be entitled to Separation Benefits under this Plan if the Covered Employee (i) breaches any non-competition, non-solicitation, intellectual property or confidential information obligation contained in, or (ii) fails to comply in any material respect with the remaining provisions of any restrictive covenant agreement to which the Covered Employee and the Company are parties or any other agreement with the Company or Company policy relating to non-competition; non-solicitation of customers, vendors, or employees; nondisclosure of confidential information; or ownership of intellectual property (such non-competition, non-solicitation, nondisclosure and ownership covenants collectively referred to as the “ Restrictive Covenants ”).  In addition, receipt of Separation Benefits is expressly conditioned upon such Covered Employee’s continued compliance with the Restrictive Covenants. Notwithstanding the foregoing, a Covered Employee shall have fifteen (15) calendar days following receipt of written notice from the Company to cure any failure to comply under (ii) above, provided such failure is capable of being cured. The written notice shall state, in reasonable specificity, the manner in which the Company alleges the Covered Employee has failed to comply in one or more material respects with a provision subject to (ii) above.

ARTICLE III.     

SEPARATION BENEFITS

Section 3.1      (a)     Separation Benefits . Subject to a Covered Employee’s execution and delivery of a Release (and nonrevocation of the Release) and compliance

with the terms and conditions of the Plan and the Release, the Covered Employee will be entitled to receive the following Separation Benefits upon a Qualifying Termination:

(i)     Severance Pay . A severance payment equal to twelve (12) months’ of the Covered Employee’s Salary payable as salary continuation in accordance with the Company’s normal payroll procedures commencing on the first regularly scheduled payday following the effective date of the Covered Employee’s Release.

(ii)     Bonus . A pro-rata portion of the Covered Employee’s annual bonus for the performance year in which the Covered Employee’s Termination Date occurs based on the actual performance attained, which pro-rata bonus shall be payable at the time that annual bonuses are paid to other senior executives generally. The pro-rata bonus shall be determined by multiplying the bonus amount that the Covered Employee would have received based upon actual performance attained had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days the Covered Employee was employed by the Company during the performance year and the denominator of which is the total number of days in the performance year.

(iii)     Unvested Equity Awards . Unvested equity awards shall vest or be forfeited as set forth in the applicable award agreement or pursuant to action by the Compensation Committee of the Board.

(iv)     Career Transition Assistance . Career transition services valued at up to $10,000 from a career transition services firm selected by the Company. Eligibility to receive these services will expire upon the first to occur of (a) the Covered Employee becoming employed; or (b) the first anniversary of the Covered Employee’s Termination Date.

(b)     Accrued Benefits . A Covered Employee shall be entitled to receive his or her Accrued Benefits. The Accrued Benefits shall be payable in the same manner and time as if the Covered Employee had remained employed with the Company, and, in any event, no later than sixty (60) days following the Covered Employee’s Termination Date.

Section 3.2      Cessation of Separation Benefits upon Reemployment . If a Covered Employee accepts re-employment with the Company or any Affiliate before receiving his or her full Separation Benefit under the Plan, all Separation Benefits that are unpaid or that have not yet been received as of the Covered Employee’s re-employment date shall be forfeited effective as of the same date. If a Covered Employee accepts re-employment with the Company or any Affiliate after the Covered Employee’s Separation Benefit has been paid or received in full, repayment shall not be required. In the event a Covered Employee’s employment is terminated due to a Qualifying

Termination, all prior severance payments or separation benefits (whether under this Plan or another plan, agreement, or program maintained by the Company) received by such Covered Employee from the Company within the five (5) year period prior to the Covered Employee’s Termination Date shall be deducted from the Separation Benefits that the Covered Employee is eligible to receive pursuant to this Article III. Notwithstanding the foregoing, the Company, at its sole discretion, shall have the right to elect to deduct less than the full amount of the prior severance payments or separation benefits received by such Covered Employee within the five (5) year period prior to his or her Termination Date.

Section 3.3      Disgorgement of Compensation . If the Company is required to prepare an accounting restatement due to material noncompliance by the Company, as a result of misconduct, with any financial reporting requirement under the federal securities laws, to the extent required by law a Covered Employee will reimburse the Company for (i) any bonus or other incentive-based or equity-based compensation received by the Covered Employee from the Company (including such compensation payable in accordance with this Article III) during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying that financial reporting requirement; and (ii) any profits realized by the Covered Employee from the improper or unlawful sale of the Company’s securities during that 12-month period.

Section 3.4      Withholding . Payments of Separation Benefits or Accrued Benefits to a Covered Employee are subject to such withholding and to such other deductions as may be required under any income tax or other law, whether of the United States or any other country, and whether federal, state or local. The Company shall have the authority to withhold or cause to have withheld applicable taxes with respect to benefits provided under the Plan to the extent required by law.

Section 3.5      Benefit Plans . Except as otherwise provided in the Plan, as of a Covered Employee’s Termination Date the Covered Employee shall cease active participation in and eligibility for any employee benefit plan, program or policy sponsored or subsidized by the Company, unless otherwise specifically required to be continued pursuant to applicable law or the terms of such plan, program, or policy.

ARTICLE IV.     

PLAN ADMINISTRATION

Section 4.1      Administration . The Company’s Chief Executive Officer, or such other officer or committee appointed by the Compensation Committee of the Board, shall be the Plan Administrator, and will be the named fiduciary of this Plan for purposes of ERISA. In the absence of any such designation, the Chief Executive Officer of the Company shall act as the Plan Administrator. The Plan Administrator shall have the sole

and final discretionary authority and responsibility for all matters in connection with the operation and administration of the Plan, including, but not limited to:

(a)      the authority to construe and interpret the terms of the Plan and all facts surrounding claims for Separation Benefits under the Plan;

(b)      to determine claims for violation of applicable employment laws, whether of the United States or any other jurisdiction, including federal, state or local laws addressing the payment of Separation Benefits;

(c)      to adopt, prescribe, amend and rescind rules and practices concerning Plan administration;

(d)      to delegate any or all of its authority to an individual, entity or committee as it deems appropriate and to rescind any such delegation in whole or in part;

(e)      interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument, or agreement relating to the Plan; and

(f)      to make all other determinations (including, without limitation legal determinations) necessary or advisable in its discretion for the administration of the Plan, including, but not limited to, those concerning eligibility for Separation Benefits and resolving disputed issues of fact.

Section 4.2      Non-Uniform Treatment . The Plan Administrator’s determinations under the Plan need not be uniform and any such determinations may be made selectively among Covered Employees. Without limiting the generality of the foregoing, except to the extent prohibited by applicable law, the Plan Administrator shall be entitled, among other things, to make non-uniform and selective determinations with regard to the amount, terms or conditions of any Separation Benefits.

Section 4.3      Plan Administrator Decisions Final . All determinations of the Plan Administrator (or its designee) with respect to the Plan will be conclusive and binding on all parties, unless such decisions are determined by a court having jurisdiction to be arbitrary and capricious.

Section 4.4      Indemnification . The Company shall indemnify and hold harmless the Plan Administrator against any claim, cost, expense (including reasonable attorneys’ fees), judgment or liability (including any sum paid in settlement of a claim with the approval of the Company) arising out of any act or omission to act of the Plan Administrator or a member thereof under the Plan, except in the case of willful misconduct.

ARTICLE V.     

CLAIMS PROCEDURES

Section 5.1      Procedure for Granting or Denying Claims . Any claim for Separation Benefits shall be made in writing to the Plan Administrator, in person or by mail, postage paid. All such claims must be filed no later than one year following a Covered Employee’s Termination Date. A former employee’s rights with respect to any claim that is not submitted within the applicable time limit shall be waived. Within ninety (90) days after receipt of any claim, the Plan Administrator will notify the claimant of the granting or denying, in whole or in part, of such claim, unless special circumstances require an extension of time for processing the claim. If such extension is necessary, the Plan Administrator will notify the claimant within the initial ninety (90) day period that the Plan Administrator needs up to an additional ninety (90) days to review the claim. The Plan Administrator will have full discretion to deny or grant a claim in whole or in part.

Section 5.2      Notice of Denial . The Plan Administrator will provide to every claimant who is denied a claim for Separation Benefits a written notice setting forth in a manner calculated to be understood by the claimant:

(a)      The specific reason or reasons for the denial;

(b)      Specific reference to pertinent Plan provisions on which the denial is based;

(c)      A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(d)      An explanation of the Plan’s claim review procedures and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse determination on review.

The decision or action of the Plan Administrator shall be final, conclusive and binding on all persons having any interest in the Plan, unless a written appeal is filed as provided in Section 5.3 hereof.

Section 5.3      Review of Claim Denial . Within sixty (60) days after the receipt by the claimant of notice of denial of a claim, the claimant may (a) file a request with the Plan Administrator that it conduct a full and fair review of the denial of the claim, (b) receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim, and (c) submit questions and comments to the Plan Administrator in writing.

Section 5.4      Decision After Review . Within sixty (60) days after the receipt of a request for review under Section 5.3, the Plan Administrator shall deliver to the claimant a written decision with respect to the claim, except that if there are special circumstances which require more time for processing, the sixty (60) day period shall be extended to one hundred twenty (120) days upon notice to that effect to the claimant. The decision shall be written in a manner calculated to be understood by the claimant and shall (a) include the specific reason or reasons for the decision, (b) contain a specific reference to the pertinent Plan provisions upon which the decision is based, (c) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim, and (d) a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA. All interpretations, determinations and decisions of the Plan Administrator with respect to any claim shall be made in its sole discretion, and shall be final and conclusive.

Section 5.5      Bar to Legal Action . No legal action may be commenced or maintained for Separation Benefits under the Plan prior to the claimant’s exhaustion of the claims procedures set forth in this Article.

Section 5.6      Limitation on Forum and Time Limitation on Actions . If, after exhausting the claims procedures set forth in this Article, a claimant wishes to pursue legal action, any action by the claimant to (a) recover Separation Benefits under the Plan, (b) enforce the claimant’s rights under the terms of the Plan, or (c) clarify the claimant’s right to future Separation Benefits under the terms of the Plan, or any combination of the foregoing must be brought in the United States District Court for the Northern District of Georgia. Any such action must be filed within one year of receipt of the final decision rendered by the Plan Administrator which is being challenged. A claimant will waive any claims not brought within two years following the Plan Administrator’s final decision.

ARTICLE VI.     

MISCELLANEOUS

Section 6.1      Amendment or Termination . The Company hereby reserves the right to amend or terminate the Plan or any Separation Benefits, in whole or in part, at any time without the consent of, or the prior notification to any Covered Employees; provided, however, that any such amendment or termination shall not decrease the benefits available under this Plan to a Covered Employee on the date immediately before the date the Plan is amended or terminated without the written consent of the Covered Employee. Without the written consent of the Covered Employee, no such amendment or termination shall reduce the Separation Benefits payable pursuant to a Release that is in effect at the time the Plan is amended or terminated.

Section 6.2      No Right to Continued Employment . Nothing contained in this Plan, any Release or any documents relating to this Plan shall (a) affect any Covered

Employee’s status as an “at-will” employee of the Company; (b) confer on a Covered Employee any right to continue in the employ of the Company; or (c) interfere in any way with the Company’s right to terminate Covered Employee’s employment at any time, with or without cause.

Section 6.3      Unfunded Plan; Unsecured General Creditor . The Plan shall be unfunded. Benefits provided by the Company under the Plan shall be funded solely out of the Company’s general assets. No Covered Employee or any other party claiming an interest in benefits under the Plan shall have any interest whatsoever in any specific asset of the Company or any of its Affiliates. To the extent that any party acquires a right to receive payments under the Plan, such right shall be equivalent to that of an unsecured general creditor of the Company.

Section 6.4      Company Liability . The liability of the Company for Separation Benefits is defined only by the Plan. The Company has no obligation to Covered Employees except as expressly provided in the Plan. Nothing in this document should be construed to mean that the Separation Benefits are guaranteed.

Section 6.5      Plan Exclusive Source of Rights . This Plan and the Releases contain all of the terms and conditions with respect to Separation Benefits, and no Covered Employee or former Covered Employee may rely on any other communication or representation, whether oral or written, of the Company or any of its Affiliates, or any officer or employee of the Company or any of its Affiliates, as creating any right or obligation not expressly provided by this Plan.

Section 6.6      Effect on Other Benefits . The Company does not intend for the Separation Benefits provided under this Plan to be counted as “salary” or “compensation” for purposes of determining benefits under any other benefit plan, pension plan, or similar arrangement. Severance Pay will not result in any 401(k) contributions by the Covered Employee or any matching contributions by the Company.

Section 6.7      Benefits Not Vested . No one under any circumstance is automatically entitled to Plan benefits. The Plan Administrator in its sole discretion reserves the right to determine whether the requirements for eligibility and participation contained in Article II have been satisfied and whether any Covered Employee is entitled to benefits from the Plan.

Section 6.8      Integration With Other Payments . Separation Benefits are not intended to duplicate such benefits as workers’ compensation wage replacement benefits, disability benefits, pay-in-lieu-of-notice, severance pay, or similar benefits under other benefit plans, severance programs, employment contracts, or applicable laws, such as the WARN Act. Should such other benefits be payable, a Covered Employee’s Separation Benefits will be reduced accordingly or, alternatively, Separation Benefits previously paid under this Plan will be treated as having been paid to satisfy such other benefit obligations. In either case, the Plan Administrator, in its sole discretion, will determine how to apply this provision and may override other provisions in this Plan in doing so.

Section 6.9      Nonassignability; Offset . No benefit payable under the Plan to any Covered Employee may be sold, transferred, assigned, alienated, pledged, or encumbered other than to a designated beneficiary upon the Covered Employee’s death or by will or the laws of descent or distribution. To the maximum extent permitted by law, Separation Benefits shall not in any way be subject to claim of creditors or liable to attachment, execution or other process of law. The Plan Administrator retains the discretion at all times in accordance with the laws of the United States or any other jurisdiction, and whether federal, state or local, to reduce the amount of Separation Benefits payable under the Plan to any Covered Employee to recover any amounts which the Covered Employee owes the Company or any of its Affiliates.

Section 6.10      No Mitigation . A Covered Employee is not required to mitigate the amount of any Severance Pay or Separation Benefit provided under the Plan by seeking other employment or otherwise.

Section 6.11      Acceptance; Acknowledgement of Authority . All Separation Benefits shall be provided conditionally upon the Covered Employee’s acknowledgement and agreement, by returning a signed copy of the Release to the Company within the time period required by the Company, (a) to be bound by the terms of the Plan and the Release, (b) to sign any ancillary documents or forms necessary to effectuate the intent of the Plan and provisions of Separation Benefits under the Plan, as determined by the Plan Administrator, (c) to be bound by the determinations and decisions of the Plan Administrator with respect to the Release, the Plan and the Covered Employee’s rights to Separation Benefits under the Release and the Plan, and (d) that all such determinations and decisions of the Plan Administrator shall be binding on the Covered Employee, his or her beneficiaries and any other person having or claiming an interest in such Release and the Plan on behalf of the Covered Employee.

Section 6.12      Notices . Any and all notices provided for in the Plan or Release shall be given in writing and shall be deemed given to a party at the earlier of (i) when actually delivered to such party, or (ii) when mailed to such party by registered or certified mail (return receipt requested) or sent to such party by courier, confirmed by receipt, and addressed to such party at: (a) if to a Covered Employee, at his or her residence address last filed with the Company; and (b) if to the Company, to the following:

Attn: Chief Executive Officer
BlueLinx Holdings Inc.
4300 Wildwood Parkway
Atlanta, Georgia 30339

Section 6.13      Governing Law . The validity, interpretation, construction and performance of the obligations created under the Plan will be subject to ERISA, and to the extent not preempted, the laws of the State of Georgia. Any legal action related to the Plan and the Release shall be brought only in the United States District Court for the

Northern District of Georgia or a state court located in Cobb County, Georgia. Each Covered Employee accepts the jurisdiction of these courts and consents to service of process from said courts for legal actions related to the Plan and the Release.

Section 6.14      Validity . If any provision of this Plan is determined to be invalid or unenforceable, then such invalidity or unenforceability shall have no effect on the other provisions hereof, which shall remain valid, binding and enforceable and in full force and effect, and the Plan shall be construed as if any such invalid or unenforceable provision were not a part hereof.

Section 6.15      Successors . This Plan shall be binding upon and inure to the benefit of the Company and its Affiliates and successors and the Covered Employee’s heirs, executors and legal representatives.

Section 6.16      Headings; Gender; Number . Article and section headings are for convenience only and the language of the Plan itself will be controlling. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

Section 6.17      Code Section 409A; Taxes .

(a)      All amounts payable under this Plan are intended to comply with the “short term deferral” exception from Code Section 409A (“Section 409A”) specified in Treas. Reg. § 1.409A-1(b) (4) (or any successor provision) or the “separation pay plan” exception specified in Treas. Reg. § 1.409A-1(b) (9) (or any successor provision) or to comply with the provisions of Section 409A to the maximum extent possible. In no event will Severance Pay be paid from the Plan later than the last day of the second taxable year following the year in which the Covered Employee’s Termination Date occurs. All amounts paid or provided under this Plan must be paid in accordance with Section 3.1, except to the extent the Covered Employee is a “specified employee” within the meaning of Section 409A and determined pursuant to procedures adopted by the Company, in which case any payments or benefits provided under this Plan that are not exempt from Section 409A will not be paid until the first day of the seventh month after the Covered Employee’s Termination Date.

(b)      To the extent that the Plan is subject to Section 409A and fails to comply with the requirements of Section 409A, the Company reserves the right, in its sole discretion, (without any obligation to do so) to unilaterally amend or terminate the Plan and/or amend, restructure, terminate or replace the Plan in order to cause the Plan either to comply with the applicable provisions of Section 409A or not be subject to Section 409A.

(c)      Each installment payment under the Plan shall be treated as a separate payment of compensation for purposes of applying Section 409A. “Termination of employment” or words of similar import, as used in this Plan shall mean, with respect to any payments of deferred compensation subject to Section 409A, the Covered

Employee’s “separation from service” as defined in Section 409A. In no event may the Covered Employee, directly or indirectly, designate the calendar year of payment. If any payment of deferred compensation subject to Section 409A is contingent on the Covered Employee’s delivery of a Release and the Release becoming effective, if the period during which the Release may be delivered begins in one calendar year and ends in another calendar year, then the payments subject to Section 409A will occur or commence in the later year.

(d)      Nothing herein shall be construed as a guarantee of any particular tax treatment to a Covered Employee. Each Covered Employee shall be solely responsible for the payment of all taxes, interest and penalties that become due as a result of a payment to the Covered Employee under this Plan, and in no event shall the Company have any responsibility or liability if this Plan does not meet any applicable requirements of Section 409A.

ARTICLE VII.     

DEFINITIONS

For purposes of the Plan, the following terms shall have the meaning set forth below unless a different meaning is plainly required by the context.

“ Affiliate ” means any corporation, trade or business which is treated as a single employer with the Company under Sections 414(b) or 414(c) of the Code and any other entity designated by the Company as an “Affiliate” for purposes of the Plan.

“ Accrued Benefits ” means (i) the Covered Employee’s base salary earned but not paid through the Covered Employee’s Termination Date; (ii) any annual bonus earned for the fiscal year prior to the year in which the Covered Employee’s Termination Date occurs, but is unpaid; and (iii) reimbursement for reasonable business expenses incurred in the ordinary course of the Covered Employee’s duties prior to his or her Termination Date in accordance with the Company’s policies but are unpaid; provided that all claims for such reimbursement are submitted to the Company within fifteen (15) days following the Covered Employee’s Termination Date.

“ Board ” means the Board of Directors of the Company.

“ Cause ” for purposes of this Plan shall mean only:

(i) a Material Breach of the duties and responsibilities of a Covered Employee;

 

(ii) a Covered Employee’s (x) commission of a felony or (y) commission of any misdemeanor involving willful misconduct (other than minor violations such as

traffic violations) if such misdemeanor causes material damage to the property, business or reputation of the Company or any of its Affiliates;

 

(iii) acts of dishonesty by a Covered Employee resulting or intending to result in personal gain or enrichment at the expense of the Company or any of its Affiliates;

(iv) a Material Breach of any provision contained in a written agreement between the Covered Employee and the Company or an Affiliate;

 

(v) conduct by a Covered Employee in connection with his or her duties and responsibilities that is fraudulent, unlawful or willful and materially injurious to the Company or any of its Affiliates;

 

(v) a Covered Employee’s failure to cooperate in all material respects, or failure to direct the persons subject to the Covered Employee’s management or direction to cooperate in all material respects with all corporate investigations or independent investigations by the Company or the Board, all governmental investigations of the Company or any of its Affiliates, and all orders involving the Covered Employee or the Company (or any of its Affiliates) entered by a court of competent jurisdiction;

(vi) a Covered Employee’s material violation of the Company’s Code of Conduct (including as applicable to officers), or any successor codes, all as provided in writing to the Covered Employee; or

 

(vii) a Covered Employee’s engagement in activities prohibited by the Restrictive Covenant.

 

Notwithstanding the foregoing, no termination of a Covered Employee’s employment shall be for Cause until (a) there shall have been delivered to the Covered Employee a copy of a written notice setting forth the basis for such termination in reasonable detail, and (b) the Covered Employee shall have been provided an opportunity to be heard in person by the Board (with the assistance of the Covered Employee’s counsel if the Covered Employee so desires). No act, or failure to act, on the Covered Employee’s part shall be considered “willful” unless the Covered Employee has acted or failed to act with a lack of good faith and with a lack of reasonable belief that the Covered Employee’s action or failure to act 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 or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Covered Employee in good faith and in the best interests of the Company. Any termination of the Covered Employee’s employment by the Company shall be deemed to be a termination other than for Cause unless it meets all requirements of this Section. The Covered Employee shall have thirty (30) calendar days following receipt of notice given to the Covered Employee to address and “cure” any act or omission which might provide the basis for a termination

for “Cause” if such act or omission is curable and, if cured within such 30-day period, such acts or omissions shall not provide the basis for a termination for “Cause”.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations thereunder.

“ Covered Employee ” means an officer of the Company or BlueLinx Corporation with a title listed on Exhibit A hereto if the officer is not a party to an employment agreement with the Company or BlueLinx Corporation that provides for any severance payments or benefits in connection with a termination without cause or a resignation for good reason (or similar term). In addition, the Compensation Committee of the Board, in its sole discretion, may designate any employee of the Company or BlueLinx Corporation as a Covered Employee.

“ Disqualifying Termination ” means any retirement or termination from employment other than a Qualifying Termination, and, except as otherwise agreed upon in writing by the Company, will include any retirement or termination from employment that occurs after an individual has elected or been notified of a Qualifying Termination but before the date specified for the Qualifying Termination.

“ ERISA ” means Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations thereunder.

“ Good Reason ” for purposes of this Plan shall mean only, without the consent of a Covered Employee: (i) the assignment to a Covered Employee of any duties inconsistent in any material adverse respect with the Covered Employee’s authority, duties or responsibilities (excluding a change in the Covered Employee’s reporting responsibilities), or any other action by the Company which results in a material diminution in the Covered Employee’s authority, duties or responsibilities; (ii) a material reduction by the Company of the Covered Employee’s Salary or target bonus opportunity under the Company’s annual bonus plan, in each case, other than pursuant to a reduction generally applicable to executives of the Company; or (iii) the Company requiring the Covered Employee to be based at any office or location which is outside a 50 mile radius of the Covered Employee’s principal location of employment.  Notwithstanding the foregoing, “Good Reason” shall not be deemed to exist for purposes of (i) through (iii) unless (a) the Covered Employee shall have first given the Company written notice stating with reasonable specificity the act(s) on which such termination is premised within forty-five (45) days after the Covered Employee first becomes aware of such act(s), (b) if such act(s) is curable, the Company has not cured or remedied the act(s) within thirty (30) days after receipt of such notice, and (c) the Covered Employee terminates his or her employment within forty-five (45) days after so notifying the Company. If such act(s) is curable and, if cured within such 30-day period, such act(s) shall not provide the basis for a termination for “Good Reason”.

“ Material Breach ” means an intentional act or omission by a Covered Employee which constitutes substantial non-performance of the Covered Employee’s obligations and causes material damage to the Company.

“ Plan ” means this BlueLinx Holdings Inc. Executive Severance Plan, as may be amended and restated from time to time.

“ Plan Administrator ” means the Chief Executive Officer of the Company or such other officer or committee designated by the Compensation Committee of the Board. In the absence of any such designation, the Company’s Chief Executive Officer shall act as the Plan Administrator.

“ Qualifying Termination ” means either (i) a termination of the Covered Employee’s employment by the Company without Cause or (ii) a resignation of employment by the Covered Employee for Good Reason, in each case, if the Covered Employee executes and delivers a Release to the Company within the timeframe set forth in the Release and it is not revoked within the time period permitted by law.

    

“ Release ” means the written agreement between a Covered Employee and the Company, in a form reasonably acceptable to the Company, by which a Covered Employee releases any and all current and future claims, known or unknown, against the Company and any of its Affiliates relating to or arising out of his or her employment with the Company or any of its Affiliate and termination thereof. A Release is valid only if it is delivered to the Company within the timeframe set forth in the Release and it is not revoked within the time period permitted by law.

“ Restrictive Covenants ” shall have the meaning set forth in Section 2.5 hereof.

“ Salary ” shall mean a Covered Employee’s annual rate of base salary as in effect immediately prior to the Covered Employee’s Termination Date.

“ Separation Benefits ” shall mean the Severance Pay and other benefits to which a Covered Employee may become entitled in accordance with the Plan.

“ Severance Pay ” shall mean the severance payments described in Section 3.1 to which a Covered Employee may become entitled in accordance with the Plan.

   

“ Termination Date ” means the last day worked by a Covered Employee for the Company or any of its Affiliates, as specified in the Release.

EXHIBIT A

Chief Financial Officer

Senior Vice President

Chief Human Resources Officer

Exhibit 10.2

BLUELINX CORPORATION

EXECUTIVE RESTRICTIVE COVENANT AGREEMENT

This Restrictive Covenant Agreement (this “ Agreement ”) is entered into as of ____ __, 20__ (the “ Effective Date ”) between BLUELINX CORPORATION, a Georgia corporation (the “ Company ”), and _______________(“ Executive ”).

RECITALS:

WHEREAS, the Company has retained Executive as the Company’s ________________, in return for which the Company will provide certain compensation and benefits to Executive; and

WHEREAS, the Company and Executive mutually desire to set forth Executive’s responsibilities regarding the Company’s Confidential Information and the Company’s customers and employees, among other items.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Certain Definitions . Certain words or phrases with initial capital letters not otherwise defined herein are to have the meanings set forth in Exhibit A hereto.

2. Confidential Information and Trade Secrets .

a. The Executive shall hold in a fiduciary capacity for the benefit of the Company Group all Confidential Information and Trade Secrets. During his employment and for a period of two (2) years following the termination of the Executive’s employment for any reason, the Executive shall not, without the prior written consent of the Company or BHI or as may otherwise be required by law or legal process, use, communicate or divulge Confidential Information other than as necessary to perform his duties for the Company; provided, however, that if the Confidential Information is deemed a trade secret under Georgia law, then the period for nondisclosure shall continue for the applicable period under Georgia Trade Secret laws in effect at the time of Executive’s termination. In addition, except as necessary to perform his duties for the Company, during Executive’s employment and thereafter for the applicable period under the Georgia Trade Secret laws in effect at the time of Executive’s termination, Executive will not, directly or indirectly, transmit or disclose any Trade Secrets to any person or entity, and will not, directly or indirectly, make use of any Trade Secrets, for himself or herself or any other person or entity, without the express written consent of the Company. This provision will apply for so long as a particular Trade Secret retains its status as a trade secret under applicable law. The protection afforded to Trade Secrets and/or Confidential Information by this Agreement is not intended by the parties hereto to

limit, and is intended to be in addition to, any protection provided to any such information under any applicable federal, state or local law.

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, BHI or any of their respective subsidiaries and affiliates, whether prepared by the Executive or otherwise coming into the Executive’s possession, shall remain the exclusive property of the Company, BHI or any of their respective subsidiaries and affiliates, and the Executive shall not remove any such items from the premises of the Company, BHI or any of their respective subsidiaries and affiliates, except in furtherance of the Executive’s duties.

c. It is understood that while employed by the Company, the Executive will promptly disclose to the Company in writing, and assign to the Company the Executive’s interest in any invention, improvement, copyrightable material or discovery made or conceived by the Executive, either alone or jointly with others, which arises out of the Executive’s employment (“ Executive Invention ”). At the Company’s request and expense, the Executive will reasonably assist the Company, BHI or any of their respective subsidiaries and affiliates during the period of the Executive’s employment by the Company and thereafter in connection with any controversy or legal proceeding relating to an Executive Invention and in obtaining domestic and foreign patent or other protection covering an Executive Invention. As a matter of record, Executive hereby states that he or she has provided below a list of all unpatented inventions in which Executive owns all or partial interest. Executive agrees not to assert any right against BHI with respect to any invention which is not patented or which is not listed.

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, BHI or any of their respective subsidiaries and affiliates all copies and embodiments, in whatever form, of all Confidential Information in the Executive’s possession or within 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.

3. Non-Solicitation of Protected Customers . Executive understands and agrees that the relationship between the Company Group and each of its Protected Customers constitutes a valuable asset of the Company Group and may not be converted to Executive’s own use. Executive hereby agrees that, during his employment with the Company and for a period of two (2) years following

the termination of the Executive’s employment for any reason, the Executive shall not, directly or indirectly, on Executive’s own behalf or as a Principal or Representative of any other Person, solicit, divert, take away, or attempt to solicit, divert, or take away a Protected Customer with which the Executive had contact while employed with the Company for the purpose of marketing, selling or providing to the Protected Customer any goods or services similar to the goods or services provided by the Company Group.

4. Non-Solicitation of Employees . Executive understands and agrees that the relationship between the Company Group and each of its Protected Employees constitutes a valuable asset of the Company Group and may not be converted to Executive’s own use. Executive hereby agrees that, during his employment and for the two (2) years following the termination of Executive’s employment for any reason, the Executive shall not, directly or indirectly, on Executive’s own behalf or as a Principal or Representative of any other Person, solicit or induce, or attempt to solicit or induce, any Protected Employee to terminate his employment with the Company Group or to enter into employment with any other Person that is in competition with the Company Group.

5. Non-Competition. During Executive’s employment and, if Executive is terminated pursuant to a termination without Cause or for Good Reason (as such terms are defined in Executive’s offer letter) or in the event of Executive’s voluntary resignation, for a period of twelve (12) months following the termination of the Executive’s employment (the “ Restricted Period ”), Executive shall not render services substantially the same as the services rendered by Executive to the Company Group to any Person that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in the building products distribution business in the Restricted Territory. Notwithstanding the foregoing, nothing in this Agreement be deemed to prohibit the ownership by Executive of not more than five percent (5%) of any class of securities of any corporation having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended.

6. Remedies; Specific Performance . The parties acknowledge and agree that the Executive’s breach or threatened breach of any of the restrictions set forth in this Agreement will result in irreparable and continuing damage to the Company Group for which there may be no adequate remedy at law. The parties further agree and acknowledge that the Company, and each member of the Company Group, as applicable, shall be entitled to equitable relief, including specific performance and injunctive relief, as a remedy for any such breach or threatened or attempted breach and shall not be required to post bond in connection with obtaining such relief. Such equitable remedies shall be in addition to any and all remedies, including damages, available to the Company, or any member of the Company Group, as applicable, for such breaches or threatened or attempted breaches by Executive.

7. Communication of Contents of Agreement . During Executive’s employment and for two years thereafter, Executive will communicate his obligations under this Agreement to any person, firm, association, partnership, corporation or other entity which Executive intends to be employed by, associated with, or represent.

8. Company’s Rights . The Company’s rights under this Agreement are in addition to, and not in lieu of, all other rights the Company may have at law or in equity to protect its confidential information, trade secrets and other proprietary interests.

9. No Employment Agreement . Nothing in this Agreement shall be construed to constitute or be evidence of an agreement or understanding, express or implied, on the part of the Company to employ the Executive on any terms or for any specific period of time.

10. Successors and Assigns . This Agreement is to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, executors, personal representatives, successors and assigns, except that neither party may assign any rights or delegate any obligations hereunder without the prior written consent of the other party. Executive hereby consents to the assignment by the Company of all of its rights and obligations under this Agreement to any successor to the Company by merger or consolidation or purchase of all or substantially all of the Company’s assets, provided that the transferee or successor assumes the Company’s liabilities under this Agreement by agreement in form and substance reasonably satisfactory to Executive.

11. Choice of Law . This Agreement is to be governed by the internal law, and not the laws of conflicts, of the State of Georgia.

12. Severability . Whenever possible, each provision of this Agreement is to be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, that invalidity, illegality or unenforceability is not to affect any other provision or any other jurisdiction, and this Agreement is to be reformed, construed and enforced in the jurisdiction as if the invalid, illegal or unenforceable provision had never been contained herein.

13. Notices . Any notice provided for in this Agreement is to be in writing and is to be either personally delivered, sent by reputable overnight carrier or mailed by first class mail, return receipt requested, to the recipient at the address indicated as follows:

Notices to Executive:

To the address listed in the personnel records of the Company.

Notices to the Company:

BlueLinx Corporation
4300 Wildwood Parkway
Atlanta, Georgia 30339
Attention: Legal Department
Facsimile: (770) 953-7008

or any other address or to the attention of any other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement is to be deemed to have been given when so delivered, sent or mailed.

14. Amendment and Waiver . The provisions of this Agreement may be amended or waived only with the prior written consent of the Company and Executive, and no course of conduct or failure or delay in enforcing the provisions of this Agreement is to affect the validity, binding effect or enforceability of this Agreement.

15. Complete Agreement . This Agreement embodies the complete agreement and understanding between the parties with respect to the subject matter hereof and effective as of its date supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, that may have related to the subject matter hereof in any way, including, but not limited to, any prior agreements with respect to Executive’s employment or termination of employment with the Company.

16. Counterparts . This Agreement may be executed in separate counterparts, each of which are to be deemed to be an original and both of which taken together are to constitute one and the same agreement.

The parties are signing this Agreement as of the Effective Date.

BLUELINX CORPORATION

By: __________________________

Name:

Title:

EXECUTIVE

_______________________________

LIST OF UNPATENTED INVENTIONS

Executive represents that he or she has no such inventions by initialing below next to the word “NONE.”

NONE:_________

EXHIBIT A

DEFINITIONS

(a)    “ BHI ” means BlueLinx Holdings Inc.

(b)      “ Company Group ” means the Company, BHI, or any of their respective subsidiaries and affiliates.

(c)      “ Competitive Services ” means selling, marketing or distributing products and/or services substantially similar to any of those sold, marketed, distributed, furnished or supplied by the Company during the term of Executive’s employment with the Company or managing, supervising or otherwise participating in a management or sales capacity on behalf of an entity which distributes home building products similar to those distributed by the Company.    

(d)      “ Confidential Information ” means knowledge or data relating to the Company Group that is not generally known to persons not employed or otherwise engaged by the Company Group, is not generally disclosed by the Company Group, and is the subject of reasonable efforts to keep it confidential. Confidential Information includes, but is not limited to, information regarding product or service cost or pricing, information regarding personnel allocation or organizational structure, information regarding the business operations or financial performance of the Company Group, sales and marketing plans, and strategic initiatives (independent or collaborative), information regarding existing or proposed methods of operation, current and future development and expansion or contraction plans, sale/acquisition plans and non-public information concerning the legal or financial affairs of the Company Group. Confidential Information does not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of the Company Group. This definition is not intended to limit any definition of confidential information or any equivalent term under applicable federal, state or local law.

(e)      “ Person ” means: any individual or any corporation, partnership, joint venture, limited liability company, association or other entity or enterprise.

(f)      “ Principal or Representative ” means a principal, owner, partner, shareholder, joint venturer, investor, member, trustee, director, officer, manager, employee, agent, representative or consultant.

(g)      “ Protected Customers ” means any then-existing customer to whom the Company Group sold its products or services at any time during Executive’s employment and with respect to whom Executive either (i) had business dealings on behalf of the Company Group; or (ii) supervised or coordinated the dealings between the Company Group and the customer.

(h)      “ Protected Employees ” means any employee of the Company Group who was employed during Executive’s employment and with whom Executive either (i) had a supervisory relationship; or (ii) worked or communicated on a regular basis regarding the Company Group’s business.

(i)      “ Restricted Territory ” means continental United States of America.

(j)      “ Trade Secrets ” means all secret, proprietary or confidential information regarding the Company, BHI or any of their respective subsidiaries and affiliates or that meets the definition of “trade secrets” within the meaning set forth in O.C.G.A. § 10-1-761.

Exhibit 10.3

BlueLinx Holdings Inc. Restricted Stock Unit Agreement For Executives and Employees Pursuant To The 2006 Long-Term Equity Incentive Plan

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THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made effective as of __________, 20__ (the “Date of Grant”), by and between BlueLinx Holdings Inc., a Delaware corporation (the “Company”), and ______________ (the “Participant”).

Recitals

A.    The Company desires to provide the Participant with restricted stock units (“Units”) of the Company to carry out the purposes of the Company’s 2006 Long-Term Equity Incentive Plan, as may be amended from time to time (the “Plan”), a copy of which has been made available to the Participant and the terms of which are incorporated by reference herein and shall be considered a part of this Agreement.

B.    The Plan provides that each grant under the Plan is to be evidenced by a written agreement setting forth the terms and conditions of the grant.

C.     All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

ACCORDINGLY, in consideration of the promises and of the mutual covenants and agreements contained herein, the Company and the Participant hereby agree as follows:

1. Grant of Restricted Stock Units . Subject to the terms and provisions of this Agreement and the Plan, the Company granted to the Participant as of the Date of Grant _____________ (_____________) Units, each Unit corresponding to one share of the common stock, no par value, of the Company (a “Share”). Each Unit represents an unsecured promise of the Company to deliver, and the right of the Participant to receive, a Share at the time and on the terms and conditions set forth herein. As a holder of Units, the Participant has only the right of a general unsecured creditor of the Company. The grant of Units is subject to the following terms and conditions.

2.      Vesting of Units . Subject to Section 4 below, the Units shall vest in accordance with this Section 2.

(a)      Time Vesting . Subject to Section 2(b) below, the Units shall vest ____________________________ (such date(s), and the vesting date under Section 2(b) below, the “Vesting Dates”), provided the Participant has remained continuously employed with the Company or any Subsidiary or Affiliate of the Company from the Date of Grant until each Vesting Date.

(b)      Death or Disability . In the event of the Participant’s termination of employment with the Company and its Subsidiaries and Affiliates on account of the

Participant’s death or Disability, the Participant shall become fully vested in all of the outstanding Units, to the extent not fully vested previously, provided the Participant has remained continuously employed with the Company or any Subsidiary or Affiliate of the Company from the Date of Grant until the Participant’s death or Disability. For purposes of this Agreement, Disability shall have the same meaning as provided in the Company’s long-term disability plan.

Notwithstanding any provision in this Agreement or the Plan to the contrary, Units shall only become vested in the event of a Change in Control (or any other event determined by the Committee), if the Committee, in its sole discretion, elects to vest the Units or any portion thereof.

3.      Settlement of Units. As soon as reasonably practicable (and within thirty (30) days) after the applicable Vesting Date, the Company shall issue to the Participant one Share for each Unit that has become vested under Section 2 above, subject to the terms of this Section 3 and Section 4 below. Notwithstanding the foregoing, in lieu of delivery of Shares, the Committee may, in its sole and absolute discretion, direct the Company to pay to the Participant cash in an amount equal to the Fair Market Value of the Share or Shares that would otherwise be delivered to the Participant. As a condition to the settlement of Units or any portion thereof, the Participant shall be required to pay any required withholding taxes attributable to settlement of the Units in cash or cash equivalent acceptable to the Committee (unless the Committee permits payment of any required withholding taxes by other means).

4.      Forfeiture of Units .

(a)           Termination of Employment . Notwithstanding any other provision of this Agreement, Units that have not become vested on or before the termination of the Participant's employment with the Company and its Subsidiaries and Affiliates shall expire at such time, may not become vested or settled after such time and will be forfeited at such time without any payment therefor.

(b)           Non-Compete . Notwithstanding any other provision of this Agreement, if the Participant is a party to a non-compete, non-solicitation or similar agreement with the Company or a Subsidiary or Affiliate, and the Participant breaches or otherwise fails to comply with such agreement, in addition to all rights the Company or its Subsidiary or Affiliate has under such agreement, law or equity, Units that have not become vested and been settled before such breach or failure to comply shall expire at that time, may not become vested or settled after such time and will be forfeited at such time without any payment therefor.

5.      Rights and Restrictions as a Unitholder . The Participant shall have no rights as a stockholder unless and until the issuance of the Shares, including, without limitation, the right to vote and the right to receive dividends. The Participant shall not sell, offer to sell, transfer, pledge, or hypothecate any record or beneficial interest in the Units. The Company may include on any certificates or notations representing Shares issued pursuant to Units such legends referring to any representations, restrictions or any other applicable statements as the Company, in its discretion, shall deem appropriate.

6.      Nontransferability . Except as provided herein, this grant and the Units hereunder are nontransferable except by will or the laws of descent and distribution. If the Units are transferred by will or the laws of descent and distribution, the Units must be transferred in their entirety to the same person or persons or entity or entities. No right or interest of the Participant or any transferee in the Units shall be subject, in whole or in part, to attachment, execution, or levy of any kind. Any purported transfer in violation of this section shall be null and void.

7.      Stock Splits and Other Adjustments . During the time that the Units are subject to the vesting restrictions set forth in Section 2 above, in the event of any merger, reorganization, consolidation, capitalization, stock dividend, stock split, or other change in corporate structure affecting Company Shares, such substitution or adjustment shall be made in the number of Units as shall be determined to be appropriate by the Committee, in its sole discretion.

8.      Notice . Any notice or other communication given pursuant to this Agreement, or in any way with respect to this grant of Units, shall be in writing and shall be personally delivered or mailed by United States registered or certified mail, postage prepaid, return receipt requested, to the following addresses:

If to the Company:         BlueLinx Holdings Inc.
                4300 Wildwood Parkway
                Atlanta, Georgia 30339
                Attention: Vice President – Human Resources    

If to the Participant:        address on file with the Company

9.      Expenses. Nothing contained in this Agreement shall be construed to impose any liability on the Company in favor of the Participant for any cost, loss, or expense the Participant may incur in connection with, or arising out of any transaction under, this Agreement.

10.      No Employment Agreement . Nothing in this Agreement or the Plan shall be construed to constitute or be evidence of an agreement or understanding, express or implied, on the part of the Company or any Subsidiary or Affiliate of the Company to employ the Participant on any terms or for any specific period of time or at any particular rate of compensation.

11.      Complete Agreement, Amendment . This Agreement and the Plan, which by this reference is hereby incorporated herein in its entirety, contain the entire agreement between the Company and the Participant with respect to the transactions contemplated hereby. Any modification of the terms of this Agreement must be in writing and signed by each of the parties.

12.      Tax Consequences. The Participant acknowledges that (i) there may be tax consequences upon acquisition or disposition of the Shares issued pursuant to the Units and (ii) the Participant should consult a tax adviser prior to such acquisition or disposition. The Participant is solely responsible for determining the tax consequences of the Units and for satisfying the Participant's tax obligations with respect to the Units (including, but not limited to, any income or excise taxes resulting from the application of Sections 409A or 4999 of the Code), and the Company shall not be liable if the Units are subject to Sections 409A or 4999 of the Code.

13.      Binding Effect . Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the distributees, legatees and personal representatives of the Participant and the successors of the Company.

14.      Conflicts . In the event of any conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the date hereof.

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

16.      Miscellaneous . The parties agree to execute such further instruments and take such further actions as may be necessary to carry out the intent of the Plan and this Agreement. This Agreement and the Plan shall constitute the entire agreement of the parties with respect to the subject matter hereof.

17.      Section 409A . Notwithstanding any other provision of this Agreement, it is intended that payments hereunder will not be considered nonqualified deferred compensation subject to Section 409A of the Code. Payments hereunder are intended to satisfy the exemption from Section 409A of the Code for “short-term deferrals.” Notwithstanding the preceding, neither the Company nor any Subsidiary or Affiliate of the Company shall be liable to the Participant 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.      Other Legal Requirements . This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. The Participant has received a copy of the Plan, has read and understands the terms of the Plan and this Agreement, and agrees to be bound by their terms and conditions. In addition, this Agreement shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities as may be required.

19.      Governing Law . Any issue related to the formation, execution, performance, and interpretation of this Agreement shall be governed by the laws of the State of Georgia.

20.      Headings . The section and subsection headings used in this Agreement are for convenient reference and are not a part of this Agreement.

BLUELINX CORPORATION

By: __________________________

Name:

Title:

            

PARTICIPANT:

_____________________________

Exhibit 10.4

SEPARATION AGREEMENT

THIS SEPARATION AGREEMENT (this “Agreement”) is made and entered into this 21 ^st day of May, 2015, by and between SARA E. EPSTEIN (“Executive”) and BLUELINX CORPORATION , a Georgia corporation (“Company”), on its own behalf and on behalf of its parents, subsidiaries and affiliates, and their respective predecessors, successors, assigns, representatives, officers, directors, agents and employees. The term “Company,” when used in this Agreement, includes its parents, subsidiaries or affiliates (including specifically BlueLinx Holdings Inc.) and their respective predecessors, successors, assigns, representatives, past or present officers, directors, agents or employees. Executive and Company are sometimes hereinafter referred to together as the “Parties” and individually as a “Party.”

BACKGROUND :

A.     Executive is employed as the Vice President, General Counsel and Corporate Secretary pursuant to an employment agreement between Executive and Company dated May 15, 2013 (the “Employment Agreement”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Employment Agreement.

B.     Executive and Company now mutually desire to end Executive’s employment and terminate the Employment Agreement effective as of June 5, 2015 (the “Termination Date”).

C.     Company and Executive wish to avoid any disputes which could arise under the Employment Agreement and have therefore compromised any claims or rights they have or may have under the Employment Agreement by agreeing to the terms of this Agreement.

NOW, THEREFORE, FOR AND IN CONSIDERATION of the premises, the mutual promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.     Termination of Employment . The Parties agree that (a) the Employment Agreement is hereby terminated as of the Termination Date, (b) Executive waives the right to a Notice of Termination as set forth in Section 5(c) of the Employment Agreement, and (c) Executive’s employment with Company, and all other positions and offices with Company held by Executive on the Termination Date, shall be deemed to have ended effective as of the Termination Date, and all benefits, privileges and authorities related to Executive’s employment and services with Company ceased as of the Termination Date, except as otherwise specifically set forth in this Agreement.

2.      Interpretation of Agreement . The Parties agree that their entry into this Agreement is not and shall not be construed to be an admission of liability or wrongdoing on the part of either Party.

3.      Future Cooperation . Executive agrees that, notwithstanding the termination of Executive’s employment on the Termination Date, Executive upon reasonable notice will make herself reasonably available to Company for the purposes of: (a) providing information regarding the projects and files on which Executive worked for the purpose of transitioning such projects; and (b) providing information regarding any other matter, file, project, customer and/or client with whom Executive was involved while employed by, or providing services to, Company.

4.      Consideration .

(a)    In consideration of Executive’s termination of employment, and the termination of the Employment Agreement, to fully release Company from any and all Claims as described below, and to perform the other duties and obligations of Executive contained herein, Company will, subject to ordinary and lawful deductions and Sections 4(b) and (c) below:

(i)      Payment to Executive of Three Hundred Thirty-Six Thousand Dollars ($336,000) (the “Severance Amount”). The Severance Amount shall be payable in accordance with the Company’s normal payroll procedures commencing on the first regularly scheduled payday following the earlier to occur of the first business day of the seventh month after the Termination Date or Executive’s death;

(ii)      Vest in full, effective as of the date upon which the revocation period for the Release described in Section 4(b) below expires without Executive having elected to revoke the Release, all of Executive’s outstanding unvested time-vested restricted stock grants;

(iii)      All of Executive’s unvested performance shares or performance-vested restricted stock grants shall be forfeited on the Termination Date;

(iv)      Provided that Executive timely elects COBRA continuation coverage for Executive and her eligible dependents effective as of July 1, 2015, Company will subsidize the cost of COBRA continuation coverage, and Executive will be responsible only for paying the portion of the premium paid by active employees for such coverage for the 1 year duration of COBRA continuation coverage (i.e., through June 30, 2016).

Executive acknowledges that she will be required to pay her share of the premiums under this Section 4(a)(iv) with after-tax income. Further, Executive acknowledges that (A) any reimbursements received by Executive subsequent to the COBRA continuation coverage period may be taxable to Executive for federal and state tax purposes, and (B) the Company reserves the right to cease any subsidy or reimbursement under this Section 4(a)(iv) in the event that IRS rules prohibit such subsidy or reimbursement or payment of

the subsidy or reimbursement would result in the imposition of an excise tax on the Company.

Notwithstanding anything to the contrary herein, in the event Executive becomes eligible for coverage under any employer-sponsored health plan during the continuation period described above, all payments and subsidies under this Section 4(a)(iv) will cease.

(b)    Notwithstanding anything else contained herein to the contrary, no payments shall be made or benefits delivered under this Agreement (other than payments required to be made by Company pursuant to Section 5 below) unless, within thirty (30) days after the Termination Date: (i) Executive has signed and delivered to Company a Release in the form attached hereto as Exhibit A (the “Release”), which has been signed by Executive no earlier than June 5, 2015; and (ii) the applicable revocation period under the Release has expired without Executive having elected to revoke the Release. Executive agrees and acknowledges that she would not be entitled to the consideration described herein absent execution of the Release and expiration of the applicable revocation period without Executive having revoked the Release. Any payments to be made, or benefits to be delivered, under this Agreement (other than the payments required to be made by Company pursuant to Section 5 below and the vesting of outstanding unvested restricted stock grants as set forth in Section 4(a)(ii) above) within the thirty (30) days after the Termination Date shall be accumulated and paid in a lump sum, or as to benefits continued at Executive’s expense subject to reimbursement, which reimbursement shall be made, on the first bi-weekly pay period occurring more than thirty (30) days after the Termination Date, provided Executive delivers the signed Release to Company and the revocation period thereunder expires without Executive having elected to revoke the Release.

(c)    As a further condition to receipt of the payments and benefits in Section 4(a) above, Executive also waives any and all rights to any other amounts payable to her upon the termination of her employment relationship with Company, other than those specifically set forth in this Agreement, including without limitation any severance, notice rights, payments, benefits and other amounts to which Executive may be entitled under the laws of any jurisdiction and/or her Employment Agreement, and Executive agrees not to pursue or claim any of the payments, benefits or rights set forth therein.

(d)    If Company is required to prepare an accounting restatement due to material noncompliance by Company, as a result of misconduct, with any financial reporting requirement under the federal securities laws, to the extent required by law, Executive will reimburse Company for (i) any bonus or other incentive-based or equity-based compensation received by Executive from Company (including such compensation payable in accordance with this Section 4 and Section 5) during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying that financial reporting requirement; and (ii) any profits realized by Executive from the sale of Company securities during that 12-month period.

5.      Other Benefits .

Nothing in this Agreement or the Release shall:

(a)    alter or reduce any vested, accrued benefits (if any) Executive may be entitled to receive under any 401(k) plan established by Company;

(b)    affect Executive’s right (if any) to elect and (subject to Section 4(a)(iv) above) pay for continuation of Executive’s health insurance coverage pursuant to COBRA; or

(c)    affect Executive’s right (if any) to receive (i) any base salary that accrues through the Termination Date and is unpaid as of the Termination Date, (ii) any accrued bonus for the prior fiscal year that is earned and unpaid, (iii) any reimbursable expenses that Executive incurs before the Termination Date but are unpaid as of the Termination Date (subject to Company’s expense reimbursement policy), and (iv) any unused paid time off days to which Executive will be entitled to payment, all of which shall be paid as soon as administratively practicable (and in any event within thirty (30) days) after the Termination Date.

6.      Competitive Activity; Confidentiality; Non-Solicitation .

(a)     Confidential Information and Trade Secrets .

(i)    Executive shall hold in a fiduciary capacity for the benefit of Company all Confidential Information and Trade Secrets. For a period of two (2) years following the Termination Date, Executive shall not, without the prior written consent of Company or as may otherwise be required by law or legal process, communicate or divulge Confidential Information; provided, however, that if the Confidential Information is deemed a trade secret under Georgia law, then the period for nondisclosure shall continue for the applicable period under Georgia Trade Secret laws in effect at the time of Executive’s termination. In addition, for the applicable period under Georgia Trade Secret laws in effect at the time of Executive’s termination, Executive will not, directly or indirectly, transmit or disclose any Trade Secrets to any person or entity, and will not, directly or indirectly, make use of any Trade Secrets, for herself or any other person or entity, without the express written consent of Company. This provision will apply for so long as a particular Trade Secret retains its status as a trade secret under applicable law. The protection afforded to Trade Secrets and/or Confidential Information by this Agreement is not intended by the parties hereto to limit, and is intended to be in addition to, any protection provided to any such information under any applicable federal, state or local law.

(ii)    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 Company or any of its subsidiaries and affiliates, whether prepared by the Executive or otherwise coming into the Executive’s possession, shall remain the exclusive property of Company or any of its subsidiaries and affiliates, and the Executive

shall not remove any such items from the premises of Company, or any of its subsidiaries and affiliates.

(iii)    At Company’s request and expense, Executive will reasonably assist Company or any of its subsidiaries and affiliates in connection with any controversy or legal proceeding relating to an Executive Invention and in obtaining domestic and foreign patent or other protection covering an Executive Invention. As a matter of record, Executive hereby states that there are no unpatented inventions in which Executive owns all or partial interest. Executive agrees not to assert any right against Company with respect to any invention which is not patented.

(iv)    Within seven (7) calendar days following the Termination Date, Executive will deliver to Company or any of its subsidiaries and affiliates all copies and embodiments, in whatever form, of all Confidential Information in Executive’s possession or within her 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 Company, Executive will provide Company with written confirmation that all such materials have been delivered to Company as provided herein.

(b)     Non-Solicitation . For a period of one (1) year following the Termination Date, Executive shall not, directly or indirectly, on Executive’s behalf or as a representative for another person, solicit or induce or attempt to solicit or induce, (a) any party who is a customer of Company or any of its subsidiaries and affiliates and with which Executive had contact while employed with Company, for the purpose of marketing, selling or providing to any such party any services or products offered by Company or any of its subsidiaries and affiliates to such customer other than general solicitations to the public and not directed specifically at a customer of Company, (b) any party who is a vendor of Company or any of its subsidiaries and affiliates to sell similar products and with which Executive had contact while employed with Company, or (c) any employee of Company or any of its subsidiaries and affiliates to terminate such employee’s employment relationship with Company and any of its subsidiaries and affiliates or to enter into a similar relationship with Executive on behalf or as a representative for another person, or any other person or any entity in competition with Company or any of its subsidiaries and affiliates (other than with respect to general employment solicitations to the public and not directed specifically at employees of Company and any of its subsidiaries and affiliates).

(c)     Remedies; Specific Performance . The parties acknowledge and agree that Executive’s breach or threatened breach of any of the restrictions set forth in this Section 6 will result in irreparable and continuing damage to Company and its subsidiaries and affiliates for which there may be no adequate remedy at law and that Company shall be entitled to equitable relief, including specific performance and injunctive relief as remedies for any such breach or threatened or attempted breach. Executive hereby consents to the grant of an injunction (temporary or otherwise) against Executive or the entry of any other court order against Executive prohibiting and enjoining her from violating, or directing her to comply with any provision of this Section 6.

Executive also agrees that such remedies shall be in addition to any and all remedies, including damages, available to Company against her for such breaches or threatened or attempted breaches. In addition, without limiting the remedies of Company for any breach of any restriction on Executive set forth in this Section 6, except as required by law, Executive shall not be entitled to any payments set forth in Section 4 hereof if Executive breaches the covenant applicable to Executive contained in this Section 6 and Company and its subsidiaries and affiliates will have no obligation to pay any of the amounts that remain payable by Company under Section 4.

(e)     Communication of Contents of Agreement . For one (1) year following the Termination Date, Executive will communicate her obligations under this Section 6 to any person, firm, association, partnership, corporation or other entity which Executive intends to be employed by, associated with, or represent.

(f)    The existence of any claim, demand, action or cause of action of Executive against Company, whether predicated upon this Agreement or otherwise, is not to constitute a defense to Company’s enforcement of any of the covenants or agreements contained in Section 6. Company’s rights under this Agreement are in addition to, and not in lieu of, all other rights Company may have at law or in equity to protect its confidential information, trade secrets and other proprietary interests.

(g)     Extension . If a court of competent jurisdiction finally determines that Executive has violated any of Executive’s obligations under this Section 6, then the period applicable to those obligations is to automatically be extended by a period of time equal in length to the period during which those violations occurred.

7.      Return of all Property and Information of Company . Executive agrees to return all property of Company and its subsidiaries within seven (7) days following the Termination Date. Such property includes, but is not limited to, the original and any copy (regardless of the manner in which it is recorded) of all information provided by Company or any subsidiary thereof to Executive or which Executive has developed or collected in the scope of Executive’s employment related to Company and its subsidiaries or affiliates as well as all Company or subsidiary-issued equipment, supplies, accessories, vehicles, keys, instruments, tools, devices, computers, cell phones, pagers, materials, documents, plans, records, notebooks, drawings, or papers. Upon request by Company, Executive shall certify in writing that Executive has complied with this provision, and has deleted all information of Company and its subsidiaries from any computers or other electronic storage devices owned by Executive. Executive may only retain information relating to Executive’s benefit plans and compensation to the extent needed to prepare Executive’s tax returns.

8.      No Harassing or Disparaging Conduct .

(a)    Executive further agrees and promises that Executive will not engage in, or induce other persons or entities to engage in, any harassing or disparaging conduct or negative or derogatory statements directed at or about Company or its subsidiaries or affiliates, the activities

of Company or its subsidiaries or affiliates, or the Releasees at any time in the future. Notwithstanding the foregoing, this Section 8(a) may not be used to penalize Executive for providing truthful testimony under oath in a judicial or administrative proceeding or complying with an order of a court or government agency of competent jurisdiction.

(b)    Company agrees to instruct the executive officers of Company not to engage in, or induce other persons or entities to engage in, any harassing or disparaging conduct or negative or derogatory statements directed at or about Executive at any time in the future.  Notwithstanding the foregoing, Company will not be liable for any unauthorized statements made by any other employee of Company, and nothing in this Section 8(b) may be used to penalize Company for any officer or employee providing truthful testimony under oath in a judicial or administrative proceeding or complying with an order of a court or governmental agency of competent jurisdiction. 

9.      References . Following the Termination Date, Executive agrees to direct any third party seeking an employment reference to the Chief Human Resources Officer of Company.  Company agrees that, in response to reference requests directed to the Chief Human Resources Officer, it also will provide information regarding dates of employment and job title, and will confirm starting and ending salary.  Company will not be responsible with respect to any references which are directed to anyone other than the Chief Human Resources Officer.

10.      Construction of Agreement and Venue for Disputes . This Agreement shall be deemed to have been jointly drafted by the Parties and shall not be construed against either Party. This Agreement shall be governed by the law of the State of Georgia, and the Parties agree that any actions arising out of or relating to this Agreement or Executive’s employment with Company must be brought exclusively in either the United States District Court for the Northern District of Georgia, or the State or Superior Courts of Cobb County, Georgia. Notwithstanding the pendency of any proceeding, either Party shall be entitled to injunctive relief in a state or federal court located in Cobb County, Georgia upon a showing of irreparable injury. The Parties consent to personal jurisdiction and venue solely within these forums and solely in Cobb County, Georgia and waive all otherwise possible objections thereto. The prevailing Party shall be entitled to recover its costs and attorneys fees from the non-prevailing Party in any such proceeding no later than 90 days following the settlement or final resolution of any such proceeding. The existence of any claim or cause of action by Executive against Company or Company's subsidiaries or affiliates, including any dispute relating to the termination of Executive's employment or under this Agreement, shall not constitute a defense to enforcement of said covenants by injunction.

11.      Severability . If any provision of this Agreement shall be held void, voidable, invalid or inoperative, no other provision of this Agreement shall be affected as a result thereof, and accordingly, the remaining provisions of this Agreement shall remain in full force and effect as though such void, voidable, invalid or inoperative provision had not been contained herein.

12.      No Reliance Upon Other Statements . This Agreement is entered into without reliance upon any statement or representation of any Party hereto or any Party hereby released other than the statements and representations contained in writing in this Agreement (including all Exhibits hereto).

13.      Entire Agreement . This Agreement, including all Exhibits hereto (which are incorporated herein by this reference), contains the entire agreement and understanding concerning the subject matter hereof between the Parties hereto. No waiver, termination or discharge of this Agreement, or any of the terms or provisions hereof, shall be binding upon either Party hereto unless confirmed in writing. This Agreement may not be modified or amended, except by a writing executed by both Parties hereto. No waiver by either Party hereto of any term or provision of this Agreement or of any default hereunder shall affect such Party’s rights thereafter to enforce such term or provision or to exercise any right or remedy in the event of any other default, whether or not similar. Notwithstanding the foregoing, the Employment Agreement will remain in effect until the Termination Date to the extent the terms of the Employment Agreement are not inconsistent with the terms of this Agreement and, in which case, the terms of this Agreement will control.

14.      Further Assurance . Upon the reasonable request of the other Party, each Party hereto agrees to take any and all actions, including, without limitation, the execution of certificates, documents or instruments, necessary or appropriate to give effect to the terms and conditions set forth in this Agreement.

15.      No Assignment . Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party, and any attempted assignment not in accordance herewith shall be null and void and of no force or effect.

16.      Binding Effect . This Agreement shall be binding on and inure to the benefit of the Parties and their respective heirs, representatives, successors and permitted assigns.

17.      Indemnification . Company understands and agrees that any indemnification obligations under its governing documents or the indemnification agreement between Company and Executive with respect to Executive’s service as an officer of Company remain in effect and survive the termination of Executive’s employment under this Agreement as set forth in such governing documents or indemnification agreement.

18.      Nonqualified Deferred Compensation .

(a)    It is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be deferred compensation subject to Section 409A of the Code shall be paid and provided in a manner, and at such time and form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance.

(b)    Neither Company nor Executive shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any manner which would not be in compliance with Section 409A of the Code (including any transition or grandfather rules thereunder).

(c)    Because Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, any payments to be made or benefits to be delivered in connection with Executive’s “Separation from Service” (as determined for purposes of Section 409A of the Code)

that constitute deferred compensation subject to Section 409A of the Code shall not be made until the earlier of (i) Executive’s death or (ii) six months after Executive’s Separation from Service (the “409A Deferral Period”) as required by Section 409A of the Code. Payments otherwise due to be made in installments or periodically during the 409A Deferral Period (“Delayed Payments”) shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payment shall be made as otherwise scheduled. Any such benefits subject to the rule may be provided under the 409A Deferral Period at Executive’s expense, with Executive having a right to reimbursement from Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. Any Delayed Payments shall bear interest at the United States 5-year Treasury Rate plus 2%, which accumulated interest shall be paid to Executive as soon as the 409A Deferral Period ends.

(d)    For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code.

(e)    Notwithstanding any other provision of this Agreement, neither Company nor its subsidiaries or affiliates shall be liable to Executive if any payment or benefit which is to be provided pursuant to this Agreement and which is considered deferred compensation subject to Section 409A of the Code otherwise fails to comply with, or be exempt from, the requirements of Section 409A of the Code.

19.      Counterparts . This Release may be executed in any number of counterparts and by the parties hereto in separate counterparts, with the same effect as if the parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together, and shall constitute one and the same instrument, with original signature, photocopy signature, fax signature, or electronic signature permitted and accepted.

[Signatures Appear on Following Page]

IN WITNESS WHEREOF , the Parties have executed, or caused their duly authorized representatives to execute, this Agreement as of the day and year first above written.

“Executive”

/s/ Sara E. Epstein                

“Company”

BLUELINX CORPORATION

By:     /s/ Mitchell B. Lewis         

Title: President and Chief Executive Officer

EXHIBIT A

RELEASE

In consideration for the undertakings and promises set forth in that certain Separation Agreement, dated as of ________ __, 2015 (the “Agreement”), between SARA E. EPSTEIN (“Executive”) and BLUELINX CORPORATION (“Company”), the terms of which are incorporated herein by reference, Executive (on behalf of herself and her heirs, assigns and successors in interest) unconditionally releases, discharges, and holds harmless Company and its current and former subsidiaries and affiliates and their respective current and former officers, directors, employees, agents, insurers, assigns and successors in interest (collectively, “Releasees”) from each and every claim, cause of action, right, liability or demand of any kind and nature, and from any claims which may be derived therefrom (collectively “Released Claims”), that Executive had, has, or might claim to have against Releasees based upon facts occurring up to the time Executive executes this Release, whether presently known or unknown to Executive, including, without limitation, any and all claims listed below, other than any such claims Executive has or might have under the Agreement:

(a)    arising from or in connection with Executive’s employment, pay, bonuses, vacation or any other Executive benefits, and other terms and conditions of employment or employment practices of Company;

(b)    arising out of or relating to the termination of Executive’s employment with Company or the surrounding circumstances thereof;

(c)    based on discrimination and/or harassment on the basis of race, color, religion, sex, national origin, handicap, disability, age or any other category protected by law under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Executive Order 11246, 42 USC § 1981, the Equal Pay Act, the Age Discrimination in Employment Act, the Older Workers Benefits Protection Act, the Equal Pay Act, the Americans With Disabilities Act, the Rehabilitation Act of 1973, C.O.B.R.A. (as any of these laws may have been amended) or any other similar labor, employment or anti-discrimination law under state, federal or local law;

(d)    based on any contract, tort, whistleblower, personal injury wrongful discharge theory or other common law theory; or

(e)    arising under the Employment Agreement as defined in the Agreement or any other written or oral agreements between Executive and Company or any of Company’s subsidiaries (other than the Agreement).

Except as otherwise set forth herein, Executive covenants not to sue or initiate any claims in any forum against any of the Releasees on account of or in relation to any Released Claim, or to incite, assist or encourage other persons or entities to bring claims of any nature whatsoever against

Company or Releasees. Executive further covenants not to accept, recover or receive any monetary damages or any other form of relief which may arise out of or in connection with any administrative proceedings which may be filed with or pursued independently by any governmental agency or agencies, whether federal, state or local.

Notwithstanding anything herein to the contrary, Company and Executive acknowledge and agree that the above release does not waive any rights or claims that may arise based on facts or events occurring after the date of Executive’s execution of this Agreement, nor does it serve to waive any rights or claims that are precluded from being waived by applicable law. Company and Executive further acknowledge and agree that nothing herein shall prevent Executive from filing a charge with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other administrative agency if applicable law requires that Executive be permitted to do so; however, Executive understands and agrees that Executive is waiving the right to any monetary recovery in connection with any such complaint or charge that she may file with an administrative agency.

In addition, Executive agrees not to file a lawsuit asserting any claims that are waived in this Release. If Executive files such a lawsuit, Executive shall pay all costs incurred by Releasees (or any of them), including reasonable attorney’s fees, in defending against Executive’s claim, and, as a precondition to filing any such lawsuit, shall return all but $500.00 of the severance benefits or payments Executive has received. The preceding two sentences of this paragraph do not apply if Executive files a charge or lawsuit under the Age Discrimination in Employment Act (“ADEA”) challenging the validity of this Release. However, in the event any such ADEA lawsuit is unsuccessful, a court may order Executive to pay attorney’s fees and/or costs incurred by Releasees (or any of them) where authorized by law. In the event any such ADEA lawsuit is successful, the severance benefits or payments you received for signing this Release shall serve as restitution, recoupment, or setoff to any monetary award received by Executive.

Executive hereby acknowledges that Executive has no interest in reinstatement, reemployment or employment with Company or any Releasee, and Executive forever waives any interest in or claim of right to any future employment by Company or any Releasee. Executive further covenants not apply for future employment with Company or any Releasee, or to otherwise seek or encourage reinstatement.

By signing this Release, Executive certifies that:

(a)    Executive acknowledges and agrees that her waiver of rights under this Release is knowing and voluntary and complies in full with all criteria set forth in the regulations promulgated under the Older Workers Benefit Protection Act for release or waiver of claims under the Age Discrimination in Employment Act and further complies in full with the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, and any and all other applicable federal, state and local laws, regulations, and orders

(b)    Executive has carefully read and fully understands the provisions of this Release;

(c)    That the payment referred to in this Release and the Agreement exceeds that to which Executive would otherwise have been entitled, and that the actual payment is in exchange for her release of the claims referenced in this Release;

(b)    Executive was advised by Company in writing, via this Release, to consult with an attorney before signing this Release and that she has consulted with her attorneys prior to executing this Release to the extent she chose to do so

(c)    Executive understands that any discussions she may have had with counsel for Company regarding her employment or this Release does not constitute legal advice to her and that she has had the opportunity to retain her own independent counsel to render such advice;

(d)    Executive understands that this Release and the Agreement FOREVER RELEASE Company and all other Releasees to the extent set forth above, except that Executive is not releasing or waiving any claim under the Age Discrimination in Employment Act that may arise after Executive’s execution of this Release and the Agreement;

(e)    In signing this Release and the Agreement, Executive DOES NOT RELY ON AND HAS NOT RELIED ON ANY REPRESENTATION OR STATEMENT (WRITTEN OR ORAL) NOT SPECIFICALLY SET FORTH IN THIS RELEASE OR IN THE AGREEMENT by Company or any other Releasee, or by any of their agents, representatives, or attorneys with regard to the subject matter, basis, or effect of this Agreement or otherwise, and Executive agrees that this Release will be interpreted and enforced in accordance with Georgia law;

(f)    Company hereby allows Executive no less than twenty-one (21) days from Company’s final offer to consider this Release and the Agreement, and she has had sufficient time to consider her decision to enter into this Release and the Agreement. In the event Executive executes this Release and the Agreement prior to the expiration of the aforesaid 21-day period, she acknowledges that her execution of this Release and the Agreement before the expiration of the 21-day period was knowing and voluntary and was not induced in any way by Company or any other person; and

(g)    Executive agrees to its terms knowingly, voluntarily and without intimidation, coercion or pressure.

Executive may revoke this Release within seven (7) calendar days after signing it. To be effective, such revocation must be received in writing by the General Counsel of Company at the offices of Company at 4300 Wildwood Parkway, Atlanta, Georgia 30339. Revocation can be made by hand delivery or facsimile before the expiration of this seven (7) day period.

Counterparts . This Release may be executed in any number of counterparts and by the parties hereto in separate counterparts, with the same effect as if the parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together, and shall constitute one and the same instrument, with original signature, photocopy signature, fax signature, or electronic signature permitted and accepted.

IN WITNESS WHEREOF , the undersigned has executed this Release as of the date set forth below.

“Executive”

______________________                    

Dated: ________, 2015