**Exhibit10.42**

**INTERLINE BRANDS, INC.CHANGE IN CONTROL SEVERANCE AGREEMENT**

THIS AGREEMENT is enteredinto as of the [     ] day of [     ],2007 (the “Effective Date”) by and between INTERLINE BRANDS, INC., a Delawarecorporation (the “Company”), and                          (“Executive”).

W I T N E S S E T H

WHEREAS, the Companyconsiders the establishment and maintenance of a sound and vital management tobe essential to protecting and enhancing the best interests of the Company andits stockholders; and

WHEREAS, the Companyrecognizes that, as is the case with many publicly held corporations, thepossibility of a change in control may arise and that such possibility mayresult in the departure or distraction of management personnel to the detrimentof the Company and its stockholders; and

WHEREAS, the CompensationCommittee of the “Board” (as defined in Section 1) has determined that it is inthe best interests of the Company and its stockholders to secure Executive’scontinued services and to ensure Executive’s continued and undivided dedicationto Executive’s duties in the event of any threat or occurrence of a “Change inControl” (as defined in Section 1) of the Company; and

WHEREAS, the CompensationCommittee, at a meeting held on [                   ],2007, has authorized the Company to enter into this Agreement.

NOW, THEREFORE, for andin consideration of the mutual covenants and agreements herein contained, theCompany and Executive hereby agree as follows:

# 1.                                       Definitions.  As used in this Agreement, the followingterms shall have the respective meanings set forth below:

## (a)                                  “Affiliate”means, with respect to a specified person, a person that, directly orindirectly through one or more intermediaries, controls, is controlled by, oris under common control with, the person specified.

## (b)                                 “Board”means the Board of Directors of the Company.

## (c)                                  “BonusAmount” means (i) the average of the annual bonus earned by Executive from theCompany (or its Affiliates) in respect of the last three (3) completed fiscalyears of the Company or such lesser number of fiscal years for which Executivewas employed by the Company and eligible to earn an annual bonus from theCompany immediately preceding Executive’s Date of Termination (annualized inthe

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## event Executive was not employed by theCompany (or its Affiliates) for the whole of any such fiscal year), or (ii) ifthe Date of Termination occurs before Executive has been employed for a fullfiscal year, and before the date Company pays Executive Executive’s annual bonusfor the fiscal year in which Executive’s employment commenced, Executive’starget annual bonus for the fiscal year of the Company which includes Executive’sDate of Termination.

## (d)                                 “Cause”means (i) Executive’s conviction of, or pleading nolo contendere to, a felony,(ii) Executive’s gross neglect of Executive’s duties to the Company, (iii)Executive’s willful misconduct in connection with the performance of Executive’sduties to the Company, which results in material and demonstrable damage to theCompany or (iv) Executive’s failure to follow the lawful directions of theBoard, consistent with Executive’s position with the Company; provided, howeverthat Executive shall not be deemed to have been terminated for Cause unless (A)written notice has been delivered to Executive setting forth the reasons forthe Company’s intention to terminate Executive for Cause and (B) a period of 14days has elapsed since delivery of such notice and, in the case of clauses (ii)and (iv) above, Executive has failed to cure the circumstances claimed toconstitute Cause within such 14-day period. For purpose of the preceding sentence, no act or failure to act byExecutive shall be considered “willful” unless done or omitted to be done byExecutive in bad faith and without reasonable belief that Executive’s action oromission was in the best interests of the Company.  Any act, or failure to act, based uponauthority given pursuant to a resolution duly adopted by the Board, based uponthe advice of counsel for the Company (or upon the instructions of any otherofficer of the Company senior to Executive) shall be conclusively presumed tobe done, or omitted to be done, by Executive in good faith and in the bestinterests of the Company.  Cause shallnot exist unless and until the Company has delivered to Executive a copy of aresolution duly adopted by three-quarters (3/4) of the entire Board(excluding Executive if Executive is a Board member) at a meeting of the Boardcalled and held for such purpose (after reasonable notice to Executive and anopportunity for Executive, together with counsel, to be heard before theBoard), finding that in the good faith opinion of the Board an event set forthin clauses (i), (ii), (iii), or (iv) has occurred and specifying theparticulars thereof in detail.  TheCompany must notify Executive of any event constituting Cause within ninety(90) days following knowledge of any member of the Board other than Executive(if applicable) of its existence or such event shall not constitute Cause underthis Agreement.

## (e)                                  “Changein Control” means any of the following: (i) any individual, entity or group (within the meaning of Section13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”)) (other than a Subsidiary or any employee benefit plan (or any relatedtrust) of the Company), (a “Person”) becomes after the date hereof thebeneficial owner of 50% or more of either the then outstanding Stock or thecombined voting power of the then outstanding voting securities of the Companyentitled to vote in the election of directors; (ii) during any 24-month periodindividuals who, as of the Effective Date, constitute the Board (the “IncumbentDirectors”) cease for any reason to constitute at least a majority of theBoard; provided that any individual who becomes a director after the EffectiveDate whose election, or nomination for election by the Company’s shareholders,was approved by a

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## vote or written consent of at least amajority of the directors then comprising the Incumbent Directors shall beconsidered as though such individual were an Incumbent Director, but excluding,for this purpose, any such individual whose initial assumption of office is inconnection with an actual or threatened election contest relating to the electionof the directors of the Company (as such terms are used in Rule 14a-11 underthe Exchange Act); (iii) the consummation of a merger, reorganization orconsolidation with respect to which the individuals and entities who were therespective beneficial owners of the Stock and voting securities of the Companyimmediately before such merger, reorganization or consolidation do not, aftersuch merger, reorganization or consolidation, beneficially own, insubstantially the same proportion as their ownership, immediately before suchmerger, reorganization or consolidation, directly or indirectly, more than 50%of, respectively, the then outstanding common shares and the combined votingpower of the then outstanding voting securities entitled to vote in the electionof directors; or (iv) the approval by shareholders of the Company of (A) thesale or other disposition of all or substantially all of the assets of theCompany (other than to a Subsidiary of the Company), or (B) the liquidation ordissolution of the Company.

Notwithstandingthe foregoing, a Change in Control of the Company shall not be deemed to occursolely because any Person acquires beneficial ownership of more than 50% of thethen outstanding Stock as a result of the acquisition of the Stock by the Companywhich reduces the number of shares of Stock outstanding; provided, thatif after such acquisition by the Company such person becomes the beneficialowner of additional Stock that increases the percentage of outstanding Stockbeneficially owned by such person, a Change in Control of the Company shallthen occur.

## (f)                                    “Code”means the Internal Revenue Code of 1986, as amended, and regulations andrulings thereunder.  References to aparticular section of the Code shall include references to successor provisions.

## (g)                                 “Dateof Termination” means (1) the effective date on which Executive’s employment bythe Company terminates as specified in a prior written notice by the Company orExecutive, as the case may be, to the other, delivered pursuant toSection 13 or (2) if Executive’s employment by the Company terminates byreason of death, the date of death of Executive.

## (h)                                 “Disability”means termination of Executive’s employment by the Company due to Executive’sabsence from Executive’s duties with the Company on a full-time basis forat least one hundred eighty (180) consecutive days as a result of Executive’sincapacity due to physical or mental illness.

## (i)                                     “ExchangeAct” means the Securities Exchange Act of 1934, as amended.  References to a particular section of, orrule under, the Exchange Act shall include references to successor provisions.

## (j)                                     “GoodReason” means, without Executive’s express written consent, the occurrence ofany of the following events after a Change in Control:

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### (i)                                     any (A) change inthe duties or responsibilities (including reporting responsibilities) ofExecutive that is inconsistent in any material and adverse respect withExecutive’s position(s), duties or responsibilities with the Companyimmediately prior to such Change in Control (including any material and adversediminution of such duties or responsibilities); provided, however,that Good Reason shall not be deemed to occur upon a change in duties orresponsibilities (other than reporting responsibilities) that is solely and directlya result of the Company no longer being a publicly traded entity and does notinvolve any other event set forth in this paragraph (j) or (B) material andadverse change in Executive’s titles or offices (including, if applicable,membership on the Board) with the Company as in effect immediately prior tosuch Change in Control;

### (ii)                                  a material breach ofan employment agreement to which Executive and the Company are parties;

### (iii)                               a reduction by theCompany in Executive’s rate of annual base salary or target annual bonusopportunity as in effect immediately prior to such Change in Control or as thesame may be increased from time to time thereafter;

### (iv)                              any requirement of theCompany that Executive (A) be based anywhere more than thirty-five (35) milesfrom the office where Executive is located at the time of the Change inControl, if such relocation increases Executive’s commute by more than twenty(20) miles, or (B) travel on Company business to an extent substantiallygreater than the travel obligations of Executive immediately prior to suchChange in Control;

### (v)                                 a reduction by theCompany of more than 5% in Executive’s aggregate benefits under employeebenefit plans, welfare benefit plans and fringe benefit plans in whichExecutive is participating immediately prior to such Change in Control, unlessExecutive is permitted to participate in other plans providing Executive withsubstantially equivalent benefits in the aggregate (at substantially equivalentcost with respect to welfare benefit plans);

### (vi)                              the failure of theCompany to provide Executive with paid vacation in accordance with the mostfavorable vacation policies of the Company and its Affiliates as in effect forExecutive immediately prior to such Change in Control, including the creditingof all service for which Executive had been credited under such vacationpolicies prior to the Change in Control;

### (vii)                           any refusal by the Companyto continue to permit Executive to engage in activities not directly related tothe business of the Company in which Executive was permitted to engage prior tothe Change in Control;

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### (viii)                        any purported termination ofExecutive’s employment which is not effectuated pursuant to Section 14 (andwhich will not constitute a termination hereunder); or

### (ix)                                the failure of theCompany to obtain the assumption and, if applicable, guarantee, agreement fromany successor (and parent corporation) as contemplated in Section 12(b).

An isolated,insubstantial and inadvertent action taken in good faith and which is remedied bythe Company within ten (10) days after receipt of notice thereof given byExecutive shall not constitute Good Reason. Executive’s right to terminate employment for Good Reason shall not beaffected by Executive’s incapacity due to mental or physical illness andExecutive’s continued employment shall not constitute consent to, or a waiverof rights with respect to, any event or condition constituting Good Reason; provided,however, that Executive must provide notice of termination of employmentfor Good Reason within ninety (90) days following Executive’s knowledge of anevent constituting Good Reason or such event shall not constitute a terminationfor Good Reason under this Agreement.

## (k)                                  “QualifyingTermination” means a termination of Executive’s employment (i) by the Companyother than for Cause or (ii) by Executive for Good Reason.  Termination of Executive’s employment onaccount of death or Disability shall not be treated as a QualifyingTermination.

## (l)                                     “SafeHarbor Amount” means the greatest pre-tax amount of “Payments” (as defined inSection 4(a)) that could be paid to Executive without causing Executive tobecome liable for any “Excise Tax” (as defined in Section 4(a)) in connectiontherewith.

## (m)                               “SEC”means the Securities and Exchange Commission.

## (n)                                 “Stock”means the Common Stock of the Company.

## (o)                                 “Subsidiary”means a corporation or other entity, whether incorporated or unincorporated, ofwhich at least a majority of its voting power or its voting equity securitiesor equity interest is owned, directly or indirectly, by the Company.

## (p)                                 “TerminationPeriod” means the period of time beginning with a Change in Control and endingtwo (2) years following such Change in Control. Notwithstanding anything in this Agreement to the contrary, if(i) Executive’s employment is terminated prior to a Change in Control forreasons that would have constituted a Qualifying Termination if they hadoccurred following a Change in Control and (ii) (A) such termination (or GoodReason event) was at the request of a third party who had indicated anintention or taken steps reasonably calculated to effect a Change in Controland a Change in Control involving such third party (or a party competing withsuch third party to effectuate a Change in Control) does occur, or (B) suchtermination (or

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## Good Reason event) otherwise occurs inconnection with a potential Change in Control and such Change in Control doesoccur, then for purposes of this Agreement, the date immediately prior to thedate of such termination of employment or event constituting Good Reason shallbe treated as the date of a Change in Control. For purposes of determining the timing of payments and benefits toExecutive under Section 3, the date of the actual Change in Control shall betreated as Executive’s Date of Termination under Section 1(g).

# 2.                                       Termof Agreement.  This Agreement shallbe effective on the date hereof and shall continue in effect until and unless theCompany shall have given one (1) years’ written notice of cancellation; provided,that, notwithstanding the delivery of any such notice, this Agreementshall continue in effect for a period of two (2) years after a Change inControl, if such Change in Control shall have occurred during the term of thisAgreement.  Notwithstanding anything inthis Section to the contrary, this Agreement shall terminate if Executive orthe Company terminates Executive’s employment prior to a Change in Controlexcept as provided in the second sentence of Section 1(o).

# 3.                                       PaymentsUpon Termination of Employment.

## (a)                                  QualifyingTermination - Severance.  If duringthe Termination Period the employment of Executive shall terminate pursuant toa Qualifying Termination, then the Company shall provide to Executive, subjectto the proviso to the first sentence of Section 10:

### (i)                                     within ten (10)days following the Date of Termination, a lump-sum cash amount equal tothe sum of (A) Executive’s base salary through the Date of Termination and anybonus amounts which have become payable, to the extent not theretofore paid ordeferred, (B) a pro rata portion of Executive’s annual bonus for the fiscalyear in which Executive’s Date of Termination occurs in an amount equal to (1)Executive’s target annual bonus, multiplied by (2) a fraction, the numerator ofwhich is the number of days in the fiscal year in which the Date of Terminationoccurs through the Date of Termination and the denominator of which is threehundred sixty-five (365), and (C) any accrued vacation pay, in each caseto the extent not theretofore paid; plus

### (ii)                                  within ten (10) daysfollowing the Date of Termination, a lump-sum cash amount equal to(i) one and one-half (1.5) times Executive’s highest annual rate of basesalary during the 12-month period immediately prior to Executive’s Dateof Termination plus (ii) one and one-half (1.5) times Executive’s BonusAmount, paid within ten (10) days following the Date of Termination; providedthat, if necessary to avoid tax penalties under Section 409A of the Code,the payment shall be delayed, without interest, until the first day which is atleast six months following the Date of Termination.

## (b)                                 QualifyingTermination - Benefits.  If duringthe Termination Period the employment of Executive shall terminate pursuant toa Qualifying Termination, the Company shall, subject to the proviso to thefirst sentence of

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## Section 10, continue to provide, for a periodof eighteen (18) months following Executive’s Date of Termination, Executive(and Executive’s dependents, if applicable) with the same level of medical anddental benefits upon substantially the same terms and conditions (includingcontributions required by Executive for such benefits) as existed immediatelyprior to Executive’s Date of Termination (or, if more favorable to Executive,as such benefits and terms and conditions existed immediately prior to theChange in Control); provided, that, if Executive cannot continueto participate in the Company plans providing such benefits, the Company shallotherwise provide such benefits on the same after-tax basis as if continuedparticipation had been permitted. Notwithstanding the foregoing, in the event Executive becomes reemployedwith another employer and becomes eligible to receive medical and/or dentalbenefits from such employer, the Company’s obligation to provide such medicaland/or dental benefits described herein shall cease.

## (c)                                  Executionof Release.  Any payments or benefitsthat would otherwise be payable or provided to Executive under Sections4(a)(i)(B), 4(a)(ii) and 4(b) shall not be payable or provided unless and untilthe Company has received from Executive a signed release of employment-relatedclaims against the Company, its Subsidiaries and their respective employees,officers and directors, in a form prepared by the Company and reasonablyacceptable to Executive.

## (d)                                 NonqualifyingTermination.  If during theTermination Period the employment of Executive shall terminate other than byreason of a Qualifying Termination, then the Company shall pay to Executivewithin thirty (30) days following the Date of Termination, a lump-sumcash amount equal to the sum of Executive’s base salary through the Date ofTermination and any bonus amounts which have become payable, to the extent nottheretofore paid or deferred, and any accrued vacation pay, to the extent nottheretofore paid.  The Company may makesuch additional payments, and provide such additional benefits, to Executive asthe Company and Executive may agree in writing, or to which Executive may beentitled under the compensation and benefit plans, policies, and arrangementsof the Company.

# 4.                                       CertainAdditional Payments by the Company.

## (a)                                  Ifit is determined (as hereafter provided) that any payment or distribution bythe Company to or for the benefit of Executive, whether paid or payable ordistributed or distributable pursuant to the terms of this Agreement orotherwise pursuant to or by reason of any other agreement, policy, plan,program or arrangement, including without limitation any stock option, stockappreciation right or similar right, or the lapse or termination of anyrestriction on or the vesting or exercisability of any of the foregoing (each a“Payment”), would be subject to the excise tax imposed by Section 4999 of theCode (or any successor provision thereto) or to any similar tax imposed by stateor local law, or any interest or penalties with respect to such excise tax(such tax or taxes, together with any such interest and penalties, arehereafter collectively referred to as the “Excise Tax”), then Executive will beentitled to receive an additional payment or payments (a “Gross-Up Payment”) inan amount such that, after payment by Executive of all taxes (including anyinterest or penalties imposed with

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## respect to such taxes), including any ExciseTax, imposed upon the Gross-Up Payment, Executive retains an amount of theGross-Up Payment equal to the Excise Tax imposed upon the Payments.Notwithstanding the previous sentence, if the aggregate value of the Payments forpurposes of Sections 280G and 4099 of the Code equals or exceeds 100%, but isnot greater than 110%, of the Safe Harbor Amount, then no Gross-Up Paymentshall be payable to Executive and the aggregate amount of Payments payable toExecutive shall be reduced in the manner selected by Executive to the SafeHarbor Amount.

## (b)                                 Subjectto the provisions of Section 4(f) hereof, all determinations required tobe made under this Section 4, including whether an Excise Tax is payable byExecutive and the amount of such Excise Tax and whether a Gross-Up Payment isrequired and the amount of such Gross-Up Payment, will be made by the publicaccounting firm that is retained by the Company as of the date immediatelyprior to the Change in Control (the “Accounting Firm”).  Executive will direct the Accounting Firm tosubmit its determination and detailed supporting calculations to both theCompany and Executive within 15 calendar days after the date of Executive’stermination of employment, if applicable, and any other such time or times asmay be requested by the Company or Executive. If the Accounting Firm determines that any Excise Tax is payable byExecutive, the Company will pay the required Gross-Up Payment to Executivewithin five business days after receipt of such determination andcalculations.  If the Accounting Firmdetermines that no Excise Tax is payable by Executive, it will, at the sametime as it makes such determination, furnish Executive with an opinion that Executivehas substantial authority not to report any Excise Tax on Executive’s federal,state, local income or other tax return. Subject to the provisions of this Section, any determination by theAccounting Firm as to the amount of the Gross-Up Payment will be binding uponthe Company and Executive.  As a resultof the uncertainty in the application of Section 4999 of the Code (or anysuccessor provision thereto) and the possibility of similar uncertaintyregarding applicable state or local tax law at the time of any determination bythe Accounting Firm hereunder, it is possible that Gross-Up Payments which willnot have been made by the Company should have been made (an “Underpayment”),consistent with the calculations required to be made hereunder.  In the event that an Underpayment is made andthe Company exhausts or fails to pursue its remedies pursuant to Section 4(f) hereofand Executive thereafter is required to make a payment of any Excise Tax,Executive will direct the Accounting Firm to determine the amount of theUnderpayment that has occurred and to submit its determination and detailedsupporting calculations to both the Company and Executive as promptly aspossible.  Any such Underpayment will bepromptly paid by the Company to, or for the benefit of, Executive within fivebusiness days after receipt of such determination and calculations.

## (c)                                  TheCompany and Executive will each provide the Accounting Firm access to andcopies of any books, records and documents in the possession of the Company orExecutive, as the case may be, reasonably requested by the Accounting Firm, andotherwise cooperate with the Accounting Firm in connection with the preparationand issuance of the determination contemplated by Section 4(b) hereof.

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## (d)                                 Thefederal, state and local income or other tax returns filed by Executive will beprepared and filed on a consistent basis with the determination of theAccounting Firm with respect to the Excise Tax payable by Executive.  Executive will make proper payment of theamount of any Excise Tax and, at the request of the Company, provide to theCompany true and correct copies (with any amendments) of Executive’s federalincome tax return as filed with the Internal Revenue Service and correspondingstate and local tax returns, if relevant, as filed with the applicable taxingauthority, and such other documents reasonably requested by the Company, evidencingsuch payment.  If prior to the filing ofExecutive’s federal income tax return, or corresponding state or local taxreturn, if relevant, the Accounting Firm determines that the amount of theGross-Up Payment should be reduced, Executive will within five business dayspay to the Company the amount of such reduction.

## (e)                                  Thefees and expenses of the Accounting Firm for its services in connection withthe determinations and calculations contemplated by Sections 4(b) and (d)hereof will be borne by the Company.  Ifsuch fees and expenses are initially advanced by Executive, the Company willreimburse Executive the full amount of such fees and expenses within fivebusiness days after receipt from Executive of a statement therefor andreasonable evidence of Executive’s payment thereof.

## (f)                                    Executivewill notify the Company in writing of any claim by the Internal Revenue Servicethat, if successful, would require the payment by the Company of a Gross-UpPayment.  Such notification will be givenas promptly as practicable but no later than 10 business days after Executiveactually receives notice of such claim and Executive will further apprise theCompany of the nature of such claim and the date on which such claim isrequested to be paid (in each case, to the extent known by Executive).  Executive will not pay such claim prior tothe earlier of (i) the expiration of the 30-calendar-day period following thedate on which Executive gives such notice to the Company and (ii) the date thatany payment of amount with respect to such claim is due.  If the Company notifies Executive in writingprior to the expiration of such period that it desires to contest such claim,Executive will:

### (i)                                     provide theCompany with any written records or documents in Executive’s possessionrelating to such claim reasonably requested by the Company;

### (ii)                                  take such action inconnection with contesting such claim as the Company will reasonably request inwriting from time to time, including without limitation accepting legalrepresentation with respect to such claim by an attorney competent in respectof the subject matter and reasonably selected by the Company;

### (iii)                               cooperate with theCompany in good faith in order effectively to contest such claim; and

### (iv)                              permit the Company toparticipate in any proceedings relating to such claim;

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provided, however, thatthe Company will bear and pay directly all costs and expenses (includinginterest and penalties) incurred in connection with such contest and willindemnify and hold harmless Executive, on an after-tax basis, for and againstany Excise Tax or income tax, including interest and penalties with respectthereto, imposed as a result of such representation and payment of costs andexpenses.  Without limiting the foregoingprovisions of this Section 4(f), the Company will control all proceedings takenin connection with the contest of any claim contemplated by this Section 4(f)and, at its sole option, may pursue or forego any and all administrativeappeals, proceedings, hearings and conferences with the taxing authority inrespect of such claim (provided that Executive may participate therein at Executive’sown cost and expense) and may, at its option, either direct Executive to paythe tax claimed and sue for a refund or contest the claim in any permissiblemanner, and Executive agrees to prosecute such contest to a determinationbefore any administrative tribunal, in a court of initial jurisdiction and inone or more appellate courts, as the Company will determine; provided, however,that if the Company directs Executive to pay the tax claimed and sue for arefund, the Company will advance the amount of such payment to Executive on aninterest-free basis and will indemnify and hold Executive harmless, on anafter-tax basis, from any Excise Tax or income tax, including interest orpenalties with respect thereto, imposed with respect to such advance; andprovided further, however, that any extension of the statute of limitationsrelating to payment of taxes for the taxable year of Executive with respect towhich the contested amount is claimed to be due is limited solely to suchcontested amount.  Furthermore, theCompany’s control of any such contested claim will be limited to issues withrespect to which a Gross-Up Payment would be payable hereunder and Executivewill be entitled to settle or contest, as the case may be, any other issueraised by the Internal Revenue Service or any other taxing authority.

## (g)                                 If,after the receipt by Executive of an amount advanced by the Company pursuant toSection 4(f) hereof, Executive receives any refund with respect to such claim,Executive will (subject to the Company’s complying with the requirements ofSection 4(f) hereof) promptly pay to the Company the amount of such refund(together with any interest paid or credited thereon after any taxes applicablethereto).  If, after the receipt byExecutive of an amount advanced by the Company pursuant to Section 4(f) hereof,a determination is made that Executive will not be entitled to any refund withrespect to such claim and the Company does not notify Executive in writing ofits intent to contest such denial or refund prior to the expiration of 30calendar days after such determination, then such advance will be forgiven andwill not be required to be repaid and the amount of such advance will offset,to the extent thereof, the amount of Gross-Up Payment required to be paidpursuant to this Section 4.

# 5.                                       WithholdingTaxes.  The Company may withhold fromall payments due to Executive (or Executive’s beneficiary or estate) hereunderall taxes which, by applicable federal, state, local or other law, the Companyis required to withhold therefrom.  Inthe case of the withholding of an Excise Tax, such withholding shall beconsistent with any determination made under Section 4.

# 6.                                       Reimbursementof Expenses.  If any contest ordispute shall arise under this Agreement involving termination of Executive’semployment with the

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# Company orinvolving the failure or refusal of the Company to perform fully in accordancewith the terms hereof, the Company shall reimburse Executive, on a currentbasis, for all reasonable legal fees and expenses, if any, incurred byExecutive in connection with such contest or dispute (regardless of the resultthereof); provided, however, Executive shall be required to repayany such amounts to the Company to the extent that a court or an arbitrationpanel issues a final order from which no appeal can be taken, or with respectto which the time period to appeal has expired, setting forth that Executivehas not substantially prevailed on at least one material issue in dispute.

# 7.                                       Employmentby Affiliates.  Employment by theCompany for purposes of this Agreement shall include employment by any Affiliate.

# 8.                                       RestrictiveCovenants.

## (a)                                  Non-Competitionand Non-Solicitation.  Executiveacknowledges and recognizes the highly competitive nature of the businesses ofthe Company and its Affiliates, the valuable confidential business informationin Executive’s possession and the customer goodwill associated with the ongoingbusiness practice of the Company, and accordingly agrees as follows:

##### (i)                                     For a periodending on the expiration of one year following the termination of Executive’semployment (the “Restricted Period”), Executive will not directly orindirectly, (A) engage in any business for Executive’s own account thatcompetes with the business of the Company, (B) enter the employ of, or renderany services to, any person engaged in any business that competes with thebusiness of the Company, (C) acquire a financial interest in, or otherwisebecome actively involved with, any person engaged in any business that competeswith the business of the Company, directly or indirectly, as an individual,partner, shareholder, officer, director, principal, agent, trustee orconsultant, or (D) interfere with business relationships (whether formed beforeor after the date of this Agreement) between the Company or any of itsAffiliates that are engaged in a business similar to the business of theCompany (the “Company Affiliates”) and customers or suppliers of the Company orthe Company Affiliates.

##### (ii)                                  Notwithstandinganything to the contrary in this Agreement, Executive may directly orindirectly own, solely as a passive investment, securities of any personengaged in the business of the Company which are publicly traded on a nationalor regional stock exchange or on the over-the-counter market if Executive (A)is not a controlling person of, or a member of a group which controls, suchperson and (B) does not, directly or indirectly, own one percent (1%) or moreof any class of securities of such person.

##### (iii)                               During the RestrictedPeriod, and for an additional one year after the end of the Restricted Period,Executive shall not,

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##### directly or indirectly, (A) without the written consent of the Company,solicit or encourage any employee of the Company or the Company Affiliates toleave the employment of the Company or the Company Affiliates, or (B) withoutthe written consent of the Company (which shall not be unreasonably withheld),hire any such employee who has left the employment of the Company or theCompany Affiliates (other than as a result of the termination of suchemployment by the Company or the Company Affiliates) within one year after thetermination of such employee’s employment with the Company or the CompanyAffiliates.

##### (iv)                              During the RestrictedPeriod, Executive will not, directly or indirectly, solicit or encourage tocease to work with the Company or the Company Affiliates any consultant thenunder contract with the Company or the Company Affiliates.

## (b)                                 Non-Disclosureof Confidential Information.  Executivewill not at any time (whether during or after Executive’s employment with theCompany) disclose or use for Executive’s own benefit or purposes or the benefitor purposes of any other person, firm, partnership, joint venture, association,corporation or other business organization, entity or enterprise other than theCompany and any of its Subsidiaries or Affiliates, any trade secrets,information, data, or other confidential information relating to customers,development programs, costs, marketing, trading, investment, sales activities,promotion, credit and financial data, manufacturing processes, financingmethods, plans, or the business and affairs of the Company generally, or of anySubsidiary or Affiliate of the Company, provided, however, thatthe foregoing shall not apply to information which is generally known to theindustry or the public other than as a result of Executive’s breach of thiscovenant. Executive agrees that upon termination of Executive’s employment withthe Company for any reason, Executive will return to the Company immediatelyall memoranda, books, papers, plans, information, letters and other data, andall copies thereof or therefrom, in any way relating to the business of theCompany and its Affiliates, except that Executive may retain personal notes,notebooks and diaries. Executive further agrees that Executive will not retainor use for Executive’s account at any time any trade names, trademark or otherproprietary business designation used or owned in connection with the businessof the Company or its Affiliates.

## (c)                                  Non-disparagement.  Executive agrees (whether during or after Executive’semployment with the Company) not to issue, circulate, publish or utter anyfalse or disparaging statements, remarks or rumors about the Company or theofficers or directors of the Company other than to the extent reasonablynecessary in order to (i) assert a bona fide claim against the Company arisingout of Executive’s employment with the Company, or (ii) respond in a truthfuland appropriate manner to any legal process or give truthful and appropriatetestimony in a legal or regulatory proceeding.

## (d)                                 MutualDependence of Covenants and Condition Subsequent.  Executive covenants and agrees to be bound bythe restrictive covenants and agreements contained in this Section 8 to themaximum extent permitted by Florida law, it being the intent and spirit of theparties that the restrictive covenants and agreements

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## contained in this Agreement shall be validand enforceable in all respects, and, subject to the terms and conditions ofthis Agreement, Executive’s compliance with the covenants contained in Section 8(a)is mutually dependent upon and a condition subsequent to the Company’sobligation to make the payments described in Section 3 of this Agreement andsuch payments shall immediately cease upon any breach of Section 8(a).  Likewise, if Executive commences any actionin court or in arbitration challenging the validity of, seeking to invalidateor otherwise seeking some sort of declaration that the covenants and agreementsin Section 8(a) are void, voidable or invalid, the Company’s obligations tomake the payments described in Section 3 of this Agreement shall immediatelycease as of the time of the commencement of such action or proceeding.  If the Company does not discover Executive’sbreach of Section 8(a) or the commencement of any such action or arbitrationproceedings until after one or more payments under Section 3 have been made toExecutive, Executive shall be obligated to immediately return all such paymentsto the Company that were paid and received after the breach of Section 8(a).

## (e)                                  RemediesUpon Breach.  If Executive breachesthe provisions of Sections 8 (a), (b) or (c), the Company shall have the rightto have such restrictive covenants specifically enforced by any court ofcompetent jurisdiction, it being agreed that any breach of such restrictivecovenants would cause irreparable injury to the Company and that money damageswould not provide an adequate remedy for such injury.  Accordingly, the Company shall be entitled toinjunctive relief to enforce the terms of such restrictive covenants and torestrain Executive from any violation thereof. The rights and remedies set forth in this Section 8(e) shall beindependent of all other others rights and remedies available to the Companyfor a breach of such restrictive covenants, and shall be severally enforceablefrom, in addition to, and not in lieu of, any other rights and remediesavailable at law or in equity.

# 9.                                       Survival.  The respective obligations and benefitsafforded to the Company and Executive as provided in Sections 3 (to the extentthat payments or benefits are owed as a result of a termination of employmentthat occurs during the term of this Agreement), 4 (to the extent that Paymentsare made to Executive as a result of a Change in Control that occurs during theterm of this Agreement), 5, 6, 12(c) and 10 shall survive the termination ofthis Agreement.

# 10.                                 FullSettlement; Resolution of Disputes. The Company’s obligation to make any payments and provide any benefitspursuant to this Agreement and otherwise to perform its obligations hereundershall be in lieu and in full settlement of all other severance payments toExecutive under any other severance or employment agreement between Executiveand the Company, and any severance plan of the Company; provided, however,that if any such other agreement or plan would provide Executive with a greaterpayment or more or longer benefits in respect of any particular item describedhereunder (e.g., severance, welfare benefits), then Executive shall receivesuch particular item of payment and/or benefit pursuant to such other agreementor plan, in lieu of receiving that particular item pursuant to thisAgreement.  The Company’s obligationshereunder shall not be affected by any set-off, counterclaim, recoupment,defense or other claim, right or action which the Company may have against Executiveor others.  In no event shall Executivebe obligated to seek other employment or take other

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# action by way ofmitigation of the amounts payable and benefits provided to Executive under anyof the provisions of this Agreement and, except as provided in Section 3(b),such amounts shall not be reduced whether or not Executive obtains otheremployment.  The parties agree that anycontroversy or claim of either party hereto arising out of or in any wayrelating to this Agreement, or breach thereof, shall be settled by final andbinding arbitration in Jacksonville, Florida by three arbitrators in accordancewith the rules of the American Arbitration Association applicable to theresolution of employment disputes, and that judgment upon any award rendered maybe entered by the prevailing party in any court having jurisdictionthereof.  The Company shall bear allcosts and expenses arising in connection with any arbitration proceedingpursuant to this Section.

# 11.                                 Scopeof Agreement.  Nothing in thisAgreement shall be deemed to entitle Executive to continued employment with theCompany or its Subsidiaries, and if Executive’s employment with the Company orits Subsidiaries shall terminate prior to a Change in Control, Executive shallhave no further rights under this Agreement (except as otherwise providedhereunder); provided, however, that any termination of Executive’semployment with the Company or its Subsidiaries during the Termination Periodshall be subject to all of the provisions of this Agreement.

# 12.                                 Successors;Binding Agreement.

## (a)                                  ThisAgreement shall not be terminated by any Change in Control or other merger,consolidation, statutory share exchange, sale of substantially all the assetsor similar form of corporate transaction involving the Company (a “BusinessCombination”).  In the event of anyBusiness Combination, the provisions of this Agreement shall be binding uponthe surviving corporation, and such surviving corporation shall be treated asthe Company hereunder.

## (b)                                 TheCompany agrees that in connection with any Business Combination, it will causeany successor entity to the Company unconditionally to assume (and for anyparent entity in such Business Combination to guarantee), by written instrumentdelivered to Executive (or Executive’s beneficiary or estate), all of theobligations of the Company hereunder.

## (c)                                  ThisAgreement shall inure to the benefit of and be enforceable by Executive’spersonal or legal representatives, executors, administrators, successors,heirs, distributees, devisees and legatees. If Executive shall die while any amounts would be payable to Executivehereunder had Executive continued to live, all such amounts, unless otherwiseprovided herein, shall be paid in accordance with the terms of this Agreementto such person or persons appointed in writing by Executive to receive suchamounts or, if no person is so appointed, to Executive’s estate.

# 13.                                 Notice.  (a)  Forpurposes of this Agreement, all notices and other communications required orpermitted hereunder shall be in writing and shall be by hand delivery or byregistered or certified mail, return receipt requested, postage prepaid, or bynationally recognized overnight courier service, addressed as follows:

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If to Executive, to Executive’sprincipal residence as reflected in the records of the Company.

If to the Company:

Interline Brands, Inc.801 West Bay StreetJacksonville, Florida 32204Attn.:  Chief Executive Officer

or to such other address as either party may have furnished to theother in writing in accordance herewith, except that notices of change ofaddress shall be effective only upon receipt.

# 14.                                 Awritten notice of Executive’s Date of Termination by the Company or Executive,as the case may be, to the other, shall (i) indicate the specific termination provisionin this Agreement relied upon, (ii) to the extent applicable, set forth inreasonable detail the facts and circumstances claimed to provide a basis fortermination of Executive’s employment under the provision so indicated and(iii) specify the termination date (which date shall be not less than fifteen(15) (thirty (30), if termination is by the Company for Disability) nor morethan sixty (60) days after the giving of such notice).  The failure by Executive or the Company toset forth in such notice any fact or circumstance which contributes to ashowing of Good Reason or Cause shall not waive any right of Executive or theCompany hereunder or preclude Executive or the Company from asserting such factor circumstance in enforcing Executive’s or the Company’s rights hereunder.

# 15.                                 GOVERNINGLAW; VALIDITY.  THE INTERPRETATION,CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY ANDCONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF FLORIDAWITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF, OF SUCHPRINCIPLES OF ANY OTHER JURISDICTION WHICH COULD CAUSE THE APPLICATION OF THELAWS OF ANY JURISDICTION OTHER THAN THE STATE OF FLORIDA.  THE INVALIDITY OR UNENFORCEABILITY OF ANYPROVISION OF THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OFANY OTHER PROVISION OF THIS AGREEMENT, WHICH OTHER PROVISIONS SHALL REMAIN INFULL FORCE AND EFFECT.

# 16.                                 Counterparts.  This Agreement may be executed incounterparts, each of which shall be deemed to be an original and all of whichtogether shall constitute one and the same instrument.

# 17.                                 Miscellaneous.  No provision of this Agreement may bemodified or waived unless such modification or waiver is agreed to in writingand signed by Executive and by a duly authorized officer of the Company.  No waiver by either party

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# hereto at any timeof any breach by the other party hereto of, or compliance with, any conditionor provision of this Agreement to be performed by such other party shall bedeemed a waiver of similar or dissimilar provisions or conditions at the sameor at any prior or subsequent time. Failure by Executive or the Company to insist upon strict compliancewith any provision of this Agreement or to assert any right Executive or theCompany may have hereunder, including, without limitation, the right ofExecutive to terminate employment for Good Reason, shall not be deemed to be awaiver of such provision or right or any other provision or right of thisAgreement.  Except as otherwisespecifically provided herein, the rights of, and benefits payable to,Executive, Executive’s estate or Executive’s beneficiaries pursuant to thisAgreement are in addition to any rights of, or benefits payable to, Executive, Executive’sestate or Executive’s beneficiaries under any other employee benefit plan orcompensation program of the Company.

IN WITNESS WHEREOF, theCompany has caused this Agreement to be executed by a duly authorized officerof the Company and Executive has executed this Agreement as of the day and yearfirst above written.

 
|   | INTERLINE BRANDS, INC. |
|--------|------------------------|
|   |                   |
|   |                   |
|   | By:                    |   |
|   | Title:                 |   |
|   |                   |   |
|   |                   |   |
|   | EXECUTIVE              |   |
|   |                   |   |
|   |                   |   |
|   |                   |
|        |                        |  |  |  |

 

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