**Exhibit 10.35**

 

**Amendment to EmploymentAgreement**

 

This Amendment is made this10th day of November, 2004, by and between Interline Brands, Inc.,a New Jersey Corporation (f/k/a Wilmar Industries, Inc.) (“Company”),whose address is 801 West Bay Street, Jacksonville, Florida 32204 and Thomas J.Tossavainen (“Executive”).

 

**Whereas,** the Company and Executive have previouslyentered into an Agreement of Confidentiality and Covenant Not to Compete dated July 11,2001 (the “Agreement”); and,

 

**Whereas,** the Company and Executive thereafter enteredinto that Amended and Restated Employment Agreement dated May 12, 2004(the “Amended Agreement”); and,

 

**Whereas,** the Company and Executive desire to modifyand amend the Amended Agreement and certain provisions thereof.

 

**Now, therefore,** in consideration of the premises containedherein and other good and valuable consideration, the receipt and sufficiencyof which is hereby acknowledged, the Company and Executive agree as follows:

 

1.                                        Section 1 of the Amended Agreement entitled**“Term of Employment”** is hereby deletedin its entirety and shall be replaced with the following provisions andincorporated into the Agreement as the new and substituted Section 1:

 

“1.                                 Term of Employment.                               TheExecutive’s term of employment with the Company under this Agreement shallbegin on the date hereof, and unless sooner terminated as hereafter provided,shall continue until May 12, 2006 (the “Initial Term”); providedthat the term of employment shall automatically be extended for successive one-yearperiods (the Initial Term plus any additional extension terms shall be the EmploymentTerm) unless either party provides written notice of non-renewal at leastninety (90) days prior to the end of the Employment Term or any renewal termthereof.

 

The termination of the Executive’s employmentat the end of the Initial Term or any subsequent Employment Term thereafter onaccount of the Company giving notice to the Executive of its desire not toextend the Employment Term in accordance with the provisions of this Section 1shall be treated for all purposes as a termination without Cause pursuant to Section 8(c), and the provisions of Section 8 (c) shall apply to suchtermination. The termination of the Executive’s employment at the end of theInitial Term or any subsequent Employment Term thereafter on account of

 

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the Executive giving notice to the Company ofhis/her desire not to extend such Initial term or any subsequent EmploymentTerm thereafter in accordance with the provisions of this Section 1 shallbe treated for all purposes as a voluntary termination pursuant to Section 8(d), and the provisions of Section 8 (d) shall apply to suchtermination.

 

2.                                         Section 8 (d) of the AmendedAgreement entitled **“Voluntary Termination by Executive”**is hereby deleted in its entirety and shall be replaced with the followingprovisions and incorporated into the Agreement as the new and substituted Section 8(d):

 

“(d)         Voluntary Termination by Executive. The Executiveshall provide the Company sixty (60) days’ advance written notice in the eventthe Executive terminates his employment other than for Good Reason (ashereinafter defined); provided that the Company may, in its solediscretion, terminate the Executive’s employment with the Company prior to theexpiration of the sixty-day notice period. In such event and upon theexpiration of such sixty-day period (or such shorter time as the Company in itssole discretion may determine), the Executive’s employment under this Agreementshall immediately and automatically terminate, and the Executive shall beentitled to receive (i) any accrued and unpaid Base Salary and HousingAllowance, (ii) the Relocation Allowance, and (iii) if the Executivehas terminated his employment during the Initial Term (but not otherwise), SeverancePayments for the shorter of the periods of (x) one year after the date oftermination or (y) the remainder of the Initial Term; provided thatnotwithstanding anything to the contrary in this Section 8(d), theExecutive shall be entitled to Severance Payments set forth in the foregoingclause (iii) only if (x) the effective date of the Executive’s terminationis not less than six (6) months after the new CFO’s commencement ofemployment with the Company and (y) the Executive has given sixty (60) days advancewritten notice of his termination (and, if requested by the Company, hascontinued to fulfill his duties during such sixty-day period.).

 

3.                                         Except as modified or amended herein, theAmended Agreement remains in full force and effect.  Nothing contained herein invalidates or shallimpair or release any covenant, condition or stipulation in the AmendedAgreement, and the same, except as herein modified and amended, shall continuein full force and effect.

 

4.                                         This Amendment may be executed in one or morecounterparts, each of which shall constitute an original and all of which takentogether shall constitute one Agreement. The parties specifically agree thatfacsimile signatures are acceptable and permitted and shall be consideredoriginal and authentic.  Each party 

 

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executing this Agreementrepresents that such party has the full authority and legal power to do so.

 

**IN WITNESS WHEREOF,**the parties hereto have executed thisAgreement, which is effective as of the date first above written.

 
| **INTERLINE BRANDS, INC.** | **EXECUTIVE**        |
|----------------------------|----------------------|
|                       |                 |   |   |
|                       |                 |   |   |
| By:                        | /s/ Michael J. Grebe |   | /s/ Thomas J. Tossavainen |   |
| (Signature)                |                 | (Signature) |   |
|                       |                 |   |   |   |   |
| Name:                      | Michael J. Grebe     |   |   | Name: Thomas J. Tossavainen |   |
| Title:                     | President & CEO  |   |   | Title: Vice President |   |
| Date:                      | 11/15/04             |   | Date : | 11/10/04 |   |   |
|                            |                      |  |  |  |  |  |  |  |  |

 

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