Floor & Decor Holdings, Inc. Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • April 24th, 2017 • Floor & Decor Holdings, Inc. • Retail-lumber & other building materials dealers • New York

Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:

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UNDERWRITING AGREEMENT
Underwriting Agreement • November 13th, 2017 • Floor & Decor Holdings, Inc. • Retail-lumber & other building materials dealers • New York
FLOOR & DECOR HOLDINGS, INC. (a Delaware corporation) 10,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • September 18th, 2018 • Floor & Decor Holdings, Inc. • Retail-lumber & other building materials dealers • New York
CREDIT AGREEMENT among FLOOR AND DECOR OUTLETS OF AMERICA, INC. as the Borrower, FDO ACQUISITION CORP., as Holdings, THE LENDERS FROM TIME TO TIME PARTIES HERETO, as Lenders, UBS AG, STAMFORD BRANCH, as Administrative Agent and Collateral Agent, UBS...
Credit Agreement • April 7th, 2017 • FDO Holdings, Inc. • Retail-lumber & other building materials dealers • New York

CREDIT AGREEMENT, dated as of September 30, 2016, among FLOOR AND DECOR OUTLETS OF AMERICA, INC., a Delaware corporation (the “Borrower”), FDO Acquisition Corp. (“Holdings”, as hereinafter further defined), the several banks and other financial institutions from time to time party hereto (as further defined in Subsection 1.1, the “Lenders”), and UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity and as further defined in Subsection 1.1, the “Administrative Agent”) for the Lenders hereunder and as collateral agent (in such capacity and as further defined in Subsection 1.1, the “Collateral Agent”) for the Secured Parties (as defined below).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 4th, 2020 • Floor & Decor Holdings, Inc. • Retail-lumber & other building materials dealers • Delaware

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective as of February 3, 2020 (the “Effective Date”) between Floor and Decor Outlets of America, Inc., a Delaware corporation (the “Operating Company”), Floor & Decor Holdings, Inc., a Delaware corporation (f/k/a FDO Holdings, Inc.) (“Holdings” and, together with the Operating Company, the “Company”) and Brian Robbins, the undersigned individual (“Executive”).

SECURITY AGREEMENT by FLOOR AND DECOR OUTLETS OF AMERICA, INC., as Borrower, THE OTHER LOAN PARTIES PARTY HERETO FROM TIME TO TIME and UBS AG, STAMFORD BRANCH, as Collateral Agent Dated as of September 30, 2016
Security Agreement • April 7th, 2017 • FDO Holdings, Inc. • Retail-lumber & other building materials dealers • New York

SECURITY AGREEMENT dated as of September 30, 2016 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Security Agreement”) among (i) FLOOR AND DECOR OUTLETS OF AMERICA, INC., a Delaware corporation having an office at 2233 Lake Park Drive, Suite 400, Smyrna, Georgia 30080, as Borrower (the “Borrower”), (ii) THE GUARANTOR LISTED ON THE SIGNATURE PAGES HERETO (the “Original Guarantor”) AND THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (together with the Original Guarantor, the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Grantors,” and each, a “Grantor”), and (iii) UBS AG, STAMFORD BRANCH, having an office at 600 Washington Blvd., 9th Floor, Stamford, Connecticut 06901, in its capacity as collateral agent for the Secured Parties (as defined below), as

AMENDMENT NO. 4 AND INCREMENTAL TERM LOAN AGREEMENT TO CREDIT AGREEMENT
Credit Agreement • May 18th, 2020 • Floor & Decor Holdings, Inc. • Retail-lumber & other building materials dealers • New York

CREDIT AGREEMENT, dated as of September 30, 2016, among FLOOR AND DECOR OUTLETS OF AMERICA, INC., a Delaware corporation (the “Borrower”), FDO Acquisition Corp. (“Holdings”, as hereinafter further defined), the several banks and other financial institutions from time to time party hereto (as further defined in Subsection 1.1, the “Lenders”), and UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity and as further defined in Subsection 1.1, the “Administrative Agent”) for the Lenders hereunder and as collateral agent (in such capacity and as further defined in Subsection 1.1, the “Collateral Agent”) for the Secured Parties (as defined below).

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 30, 2016 among FLOOR AND DECOR OUTLETS OF AMERICA, INC., as the Lead Borrower, the other Borrowers Named Herein, the Guarantors Named Herein,
Credit Agreement • April 7th, 2017 • FDO Holdings, Inc. • Retail-lumber & other building materials dealers • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of September 30, 2016, among FLOOR AND DECOR OUTLETS OF AMERICA, INC., a Delaware corporation (the “Lead Borrower”), the Persons named on Schedule 1.01 hereto (as such schedule may be updated from time to time), jointly and severally (collectively with the Lead Borrower, the “Borrowers”), FDO ACQUISITION CORP., a Delaware corporation (“Borrower Holdco”), and each of the other Persons named on Schedule 1.02 hereto jointly and severally (collectively with Borrower Holdco, the “Guarantors”), each lender from time to time party hereto (collectively, the “Lenders” and each individually, a “Lender”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, and Swing Line Lender. This Agreement amends, restates, consolidates and supersedes in its entirety the Credit Agreement, dated as of May 1, 2013 (as amended by the First Amendment to Credit Agreement, dated as of July 2, 2014, and as f

AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDMENT NO. 1 TO AMENDED AND RESTATED SECURITY AGREEMENT
Credit Agreement • February 19th, 2020 • Floor & Decor Holdings, Inc. • Retail-lumber & other building materials dealers • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (“(as amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time, the “Agreement”) is entered into as of September 30, 2016, among FLOOR AND DECOR OUTLETS OF AMERICA, INC., a Delaware corporation (the “Lead Borrower”), the Persons named on Schedule 1.01 hereto (as such schedule may be updated from time to time), jointly and severally (collectively with the Lead Borrower, the “Borrowers”), FDO ACQUISITION CORP., a Delaware corporation (“Borrower Holdco”), and each of the other Persons named on Schedule 1.02 hereto jointly and severally (collectively with Borrower Holdco, the “Guarantors”), each lender from time to time party hereto (collectively, the “Lenders” and each individually, a “Lender”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, and Swing Line Lender. This Agreement amends, restates, consolidates and supersedes in its entirety the Credit Agreement, da

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 25th, 2021 • Floor & Decor Holdings, Inc. • Retail-lumber & other building materials dealers • Delaware

This INDEMNIFICATION AGREEMENT (this “Agreement”) is effective [●], by and among Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), [●] (“Indemnitee”) and, with respect to its guarantee set forth on the signature pages hereto only, Floor and Decor Outlets of America, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“F&D”).

FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG FLOOR & DECOR HOLDINGS, INC. ARES CORPORATE OPPORTUNITIES FUND III, L.P., FS EQUITY PARTNERS VI, L.P. AND THE OTHER STOCKHOLDERS PARTY THERETO
Registration Rights Agreement • April 7th, 2017 • FDO Holdings, Inc. • Retail-lumber & other building materials dealers • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2017, by and among Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), Ares Corporate Opportunities Fund III, L.P., a Delaware limited partnership (“Ares”), FS Equity Partners VI, L.P., a Delaware limited partnership (“FS”), and the stockholders listed on Schedule A hereto (such parties and each Person that executes a Joinder Agreement, individually, a “Party” and, collectively, the “Parties”) for so long as they own Shares (as defined below).

FLOOR & DECOR HOLDINGS, INC. (a Delaware corporation) 5,686,422 Shares of Class A Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • August 14th, 2020 • Floor & Decor Holdings, Inc. • Retail-lumber & other building materials dealers • New York
FLOOR & DECOR HOLDINGS, INC. Form of Performance Stock Unit Agreement Pursuant to the Floor & Decor Holdings, Inc.
Agreement • May 4th, 2023 • Floor & Decor Holdings, Inc. • Retail-lumber & other building materials dealers • Delaware

AGREEMENT (this “Agreement”), dated as of _____________ (the “Grant Date”) between Floor & Decor Holdings, Inc., a Delaware corporation (the “Company” and, collectively with its controlled Affiliates, the “Employer”), and ____________________ (the “Participant”).

CONSULTING AGREEMENT
Consulting Agreement • April 7th, 2017 • FDO Holdings, Inc. • Retail-lumber & other building materials dealers • Delaware

This CONSULTING AGREEMENT (the “Agreement”), dated as of December 3, 2012, (the “Effective Date”) is entered into by and between Floor and Decor Outlets of America, Inc., a Delaware corporation (the “Operating Company”), FDO Holdings, Inc., a Delaware corporation (“Holdings” and, together with the Operating Company, the “Company”), and George Vincent West, the undersigned individual (“Consultant”).

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • May 2nd, 2017 • Floor & Decor Holdings, Inc. • Retail-lumber & other building materials dealers • Delaware

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of May 2, 2017 (the “Effective Date”), is among Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), Ares Corporate Opportunities Fund III, L.P., a Delaware limited partnership (“Ares”), FS Equity Partners VI, L.P., a Delaware limited partnership (“FS Equity”), and FS Affiliates VI, L.P., a Delaware limited partnership (“FS Affiliates” and together with FS Equity, “FS”).

FLOOR & DECOR HOLDINGS, INC. Form of Non-Qualified Stock Option Agreement Pursuant to the Floor & Decor Holdings, Inc.
Stock Incentive Plan • April 17th, 2017 • Floor & Decor Holdings, Inc. • Retail-lumber & other building materials dealers • Delaware

AGREEMENT (this “Agreement”), dated as of between Floor & Decor Holdings, Inc., a Delaware corporation (the “Company” and, collectively with its controlled Affiliates, the “Employer”), and (the “Participant”).

FIRST AMENDMENT TO CONSULTING AGREEMENT
Consulting Agreement • August 1st, 2019 • Floor & Decor Holdings, Inc. • Retail-lumber & other building materials dealers

THIS FIRST AMENDMENT TO CONSULTING AGREEMENT (the “Agreement”) is made this 11th day of March, 2019, by and between Floor and Decor Outlets of America, Inc., a Delaware corporation (“Operating Company”), Floor & Decor Holdings, Inc., a Delaware corporation (“Holdings” and, together with the Operating Company, the “Company”), and George Vincent West, the undersigned individual (“Consultant”).

GUARANTY AGREEMENT
Guaranty Agreement • April 7th, 2017 • FDO Holdings, Inc. • Retail-lumber & other building materials dealers • New York

WHEREAS, reference is made to that certain Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified hereafter, the “Credit Agreement”), by and among (i) Floor and Decor Outlets of America, Inc., a Delaware corporation (the “Borrower”), (ii) Holdings, (iii) the Collateral Agent and UBS AG, Stamford Branch as administrative agent and (iv) the lenders party thereto (the “Lenders”). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

FLOOR & DECOR HOLDINGS, INC. (a Delaware corporation) 10,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 4th, 2019 • Floor & Decor Holdings, Inc. • Retail-lumber & other building materials dealers • New York
CREDIT AGREEMENT Dated as of May 1, 2013 among FLOOR AND DECOR OUTLETS OF AMERICA, INC., as Borrower, THE OTHER LOAN PARTIES FROM TIME TO TIME PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO FROM TIME TO TIME, as Lenders, and GCI CAPITAL MARKETS...
Credit Agreement • November 7th, 2014 • FDO Holdings, Inc. • Retail-lumber & other building materials dealers • New York

This CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of May 1, 2013, among FLOOR AND DECOR OUTLETS OF AMERICA, INC., a Delaware corporation (the “Borrower”), the other Loan Parties (as hereinafter defined) party hereto from time to time, the Lenders (as hereinafter defined) party hereto from time to time, and GCI Capital Markets LLC, a Delaware limited liability company, as administrative agent for the Lenders.

ADDENDUM TO EMPLOYMENT AGREEMENT
Employment Agreement • August 3rd, 2023 • Floor & Decor Holdings, Inc. • Retail-lumber & other building materials dealers

THIS ADDENDUM TO EMPLOYMENT AGREEMENT (this “Addendum”) is dated as of August 1, 2023, by and among Floor and Decor Outlets of America, Inc., a Delaware corporation (the “Operating Company”), Floor & Decor Holdings, Inc., a Delaware corporation (“Holdings” and, together with the Operating Company, the “Company”), and Thomas V. Taylor, the undersigned individual (“Executive”), and is intended to modify the Second Amended and Restated Employment Agreement, dated as of February 3, 2020, as modified by the addendum dated March 26, 2020 (the “Employment Agreement”), by and between the Company and Executive. Any capitalized term not defined herein will have the meaning ascribed to such term in the Employment Agreement.

TERM LOAN SECURITY AGREEMENT by FLOOR AND DECOR OUTLETS OF AMERICA, INC., as Borrower, THE OTHER LOAN PARTIES PARTY HERETO FROM TIME TO TIME and GCI CAPITAL MARKETS LLC, as Agent Dated as of May 1, 2013
Term Loan Security Agreement • November 7th, 2014 • FDO Holdings, Inc. • Retail-lumber & other building materials dealers • New York

TERM LOAN SECURITY AGREEMENT, dated as of May 1, 2013 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Security Agreement”), among (i) FLOOR AND DECOR OUTLETS OF AMERICA, INC., a Delaware corporation having an office at 2233 Lake Park Drive, Suite 400, Smyrna, Georgia 30080, as Borrower (the “Borrower”), and (ii) THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the “Original Guarantors”) AND THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (together with the Original Guarantors, the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Grantors” and, each, a “Grantor”), and (iv) GCI CAPITAL MARKETS LLC, having an office at 666 Fifth Avenue, 18th Floor, New York, New York 10103, in its capacity as administrative agent for the Credit Parties (as defined in

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AMENDMENT NO. 5 AND INCREMENTAL TERM LOAN AGREEMENT TO CREDIT AGREEMENT
And Incremental Term Loan Agreement to Credit Agreement • February 9th, 2021 • Floor & Decor Holdings, Inc. • Retail-lumber & other building materials dealers • New York

AMENDMENT NO. 5 AND INCREMENTAL TERM LOAN AGREEMENT TO CREDIT AGREEMENT, dated as of February 9, 2021 (this “Amendment”), is entered into by and among FDO ACQUISITION CORP., a Delaware corporation (“Holdings”), FLOOR AND DECOR OUTLETS OF AMERICA, INC., a Delaware corporation (the “Borrower”), FD SALES COMPANY LLC, a Delaware limited liability company (“FD Sales” and collectively with Holdings and the Borrower, the “Companies” and each, a “Company”), UBS AG, STAMFORD BRANCH, as administrative agent and as collateral agent for the Secured Parties (in such capacities, the “Administrative Agent”), the Required Lenders, each Additional Commitment Lender (as defined below) and Golub Capital LLC, as Additional Initial Term Loan Arranger (as defined below).

ADDENDUM TO EMPLOYMENT AGREEMENT
Employment Agreement • February 22nd, 2024 • Floor & Decor Holdings, Inc. • Retail-lumber & other building materials dealers

THIS ADDENDUM TO EMPLOYMENT AGREEMENT (this “Addendum”) is dated and effective as of February 22, 2024, by and between Floor and Decor Outlets of America, Inc., a Delaware corporation (the “Operating Company”), Floor & Decor Holdings, Inc., a Delaware corporation (“Holdings” and, together with the Operating Company, the “Company”), and David V. Christopherson, the undersigned individual (the “Executive”), and is intended to modify the Second Amended and Restated Employment Agreement, dated as of February 3, 2020, as modified by the addendum dated March 26, 2020, and the addendum dated August 1, 2023 (the “Employment Agreement”), by and between the Company and Executive. Any capitalized term not defined herein will have the meaning ascribed to such term in the Employment Agreement.

FLOOR & DECOR HOLDINGS, INC. Form of 2023 Special Performance and Service Restricted Stock Unit Agreement Pursuant to the Floor & Decor Holdings, Inc.
Agreement • May 4th, 2023 • Floor & Decor Holdings, Inc. • Retail-lumber & other building materials dealers • Delaware

AGREEMENT (this “Agreement”), dated as of ______________ (the “Grant Date”) between Floor & Decor Holdings, Inc., a Delaware corporation (the “Company” and, collectively with its controlled Affiliates, the “Employer”), and _______________ (the “Participant”).

ADDENDUM TO EMPLOYMENT AGREEMENT
Employment Agreement • April 30th, 2020 • Floor & Decor Holdings, Inc. • Retail-lumber & other building materials dealers

THIS ADDENDUM TO EMPLOYMENT AGREEMENT (this “Addendum”) is dated as of March 26, 2020, by and between Floor and Decor Outlets of America, Inc., a Delaware corporation (the “Operating Company”), Floor & Decor Holdings, Inc., a Delaware corporation (“Holdings” and, together with the Operating Company, the “Company”), and Thomas V. Taylor, the undersigned individual (the “Executive”), and is intended to modify the Second Amended and Restated Employment Agreement, dated as of February 3, 2020 (the “Employment Agreement”), by and between the Company and the Executive. Any capitalized term not defined herein will have the meaning ascribed to such term in the Employment Agreement.

GUARANTY AGREEMENT
Guaranty Agreement • November 7th, 2014 • FDO Holdings, Inc. • Retail-lumber & other building materials dealers • New York

WHEREAS, reference is made to that certain Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified hereafter, the “Credit Agreement”), by and among (i) Floor and Decor Outlets of America, Inc., a Delaware corporation (the “Borrower”), (ii) the other Loan Parties party thereto, (iii) the Agent and (iv) the lenders party thereto (the “Lenders”). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • March 5th, 2018 • Floor & Decor Holdings, Inc. • Retail-lumber & other building materials dealers • New York

AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of November 22, 2017 (this “Amendment”), is entered into by and among FDO ACQUISITION CORP., a Delaware corporation (“Holdings”), FLOOR AND DECOR OUTLETS OF AMERICA, INC., a Delaware corporation (the “Borrower”), the other Loan Parties listed on the signature pages hereto, UBS AG, STAMFORD BRANCH, as administrative agent for the lenders under the Credit Agreement (defined below), each person set forth on Schedule 2.01(a) hereto (each a Replacement Term B-2 Lender as provided herein, a “Replacement Term B-2 Lender”) and each of the undersigned banks and other financial institutions and the other Lenders party hereto.

ADDENDUM TO EMPLOYMENT AGREEMENT
Employment Agreement • April 30th, 2020 • Floor & Decor Holdings, Inc. • Retail-lumber & other building materials dealers

THIS ADDENDUM TO EMPLOYMENT AGREEMENT (this “Addendum”) is dated as of March 26, 2020, by and between Floor and Decor Outlets of America, Inc., a Delaware corporation (the “Operating Company”), Floor & Decor Holdings, Inc., a Delaware corporation (“Holdings” and, together with the Operating Company, the “Company”), and Lisa G. Laube, the undersigned individual (the “Executive”), and is intended to modify the Second Amended and Restated Employment Agreement, dated as of February 3, 2020 (the “Employment Agreement”), by and between the Company and the Executive. Any capitalized term not defined herein will have the meaning ascribed to such term in the Employment Agreement.

ADDENDUM TO EMPLOYMENT AGREEMENT
Employment Agreement • April 30th, 2020 • Floor & Decor Holdings, Inc. • Retail-lumber & other building materials dealers

THIS ADDENDUM TO EMPLOYMENT AGREEMENT (this “Addendum”) is dated as of March 26, 2020, by and between Floor and Decor Outlets of America, Inc., a Delaware corporation (the “Operating Company”), Floor & Decor Holdings, Inc., a Delaware corporation (“Holdings” and, together with the Operating Company, the “Company”), and David V. Christopherson, the undersigned individual (the “Executive”), and is intended to modify the Second Amended and Restated Employment Agreement, dated as of February 3, 2020 (the “Employment Agreement”), by and between the Company and the Executive. Any capitalized term not defined herein will have the meaning ascribed to such term in the Employment Agreement.

FLOOR & DECOR HOLDINGS, INC. Form of Performance Stock Unit Agreement Pursuant to the Floor & Decor Holdings, Inc.
2017 Stock Incentive Plan Agreement • February 23rd, 2023 • Floor & Decor Holdings, Inc. • Retail-lumber & other building materials dealers • Delaware

AGREEMENT (this “Agreement”), dated as of ___________ (the “Grant Date”) between Floor & Decor Holdings, Inc., a Delaware corporation (the “Company” and, collectively with its controlled Affiliates, the “Employer”), and _________________________________ (the “Participant”).

FLOOR & DECOR HOLDINGS, INC. Form of Restricted Stock Agreement Pursuant to the Floor & Decor Holdings, Inc.
Stock Incentive Plan • April 7th, 2017 • FDO Holdings, Inc. • Retail-lumber & other building materials dealers • Delaware

AGREEMENT (this “Agreement”), dated as of (the “Grant Date”) between Floor & Decor Holdings, Inc., a Delaware corporation (the “Company” and, collectively with its controlled Affiliates, the “Employer”), and (the “Participant”).

Restricted Stock Agreement Pursuant to the Floor & Decor Holdings, Inc.
Restricted Stock Agreement • February 4th, 2020 • Floor & Decor Holdings, Inc. • Retail-lumber & other building materials dealers • Delaware

AGREEMENT (this “Agreement”), dated as of _________ (the “Grant Date”) between Floor & Decor Holdings, Inc., a Delaware corporation (the “Company” and, collectively with its controlled Affiliates, the “Employer”), and _________________ (the “Participant”).

ADDENDUM TO EMPLOYMENT AGREEMENT
Employment Agreement • April 30th, 2020 • Floor & Decor Holdings, Inc. • Retail-lumber & other building materials dealers

THIS ADDENDUM TO EMPLOYMENT AGREEMENT (this “Addendum”) is dated as of March 26, 2020, by and between Floor and Decor Outlets of America, Inc., a Delaware corporation (the “Operating Company”), Floor & Decor Holdings, Inc., a Delaware corporation (“Holdings” and, together with the Operating Company, the “Company”), and Trevor S. Lang, the undersigned individual (the “Executive”), and is intended to modify the Second Amended and Restated Employment Agreement, dated as of February 3, 2020 (the “Employment Agreement”), by and between the Company and the Executive. Any capitalized term not defined herein will have the meaning ascribed to such term in the Employment Agreement.

FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG FLOOR & DECOR HOLDINGS, INC. ARES CORPORATE OPPORTUNITIES FUND III, L.P., FS EQUITY PARTNERS VI, L.P. AND THE OTHER STOCKHOLDERS PARTY THERETO
Registration Rights Agreement • May 2nd, 2017 • Floor & Decor Holdings, Inc. • Retail-lumber & other building materials dealers • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 2, 2017, by and among Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), Ares Corporate Opportunities Fund III, L.P., a Delaware limited partnership (“Ares”), FS Equity Partners VI, L.P., a Delaware limited partnership (“FS”), and the stockholders listed on Schedule A hereto (such parties and each Person that executes a Joinder Agreement, individually, a “Party” and, collectively, the “Parties”) for so long as they own Shares (as defined below).

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