**Exhibit 10.24**

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**AMENDED AND RESTATED EMPLOYMENT AGREEMENT**

 

 

THIS AMENDED ANDRESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of December 15,2004 (the “Effective Date”), is entered into by and between InterlineBrands, Inc., (the “Company”) and William R. Pray (the “Executive”).

WHEREAS, theExecutive is currently an employee of the Company;

WEREAS, the Companyand the Executive desire to amend and restate the employment agreement enteredinto by, and between the parties, dated as of September 23, 2004;

WHEREAS, theCompany considers it essential to its best interests and the best interests ofits stockholders to provide for the continued employment of the Executive bythe Company and to amend and restate the employment agreement entered into byand between the parties dated as of September 23, 2004; and

WHEREAS, theExecutive is willing to accept and continue his employment on the termshereinafter set forth in this Agreement;

NOW, THEREFORE, inconsideration of the premises and mutual covenants herein and for other goodand valuable consideration and intending to be legally bound hereby, theparties agree as follows:

# 1.             Term of Employment.  The Executive’s term of employment with theCompany under this Agreement shall begin on the date hereof, and unless soonerterminated as hereafter provided, shall continue until December 31, 2005 providedthat the Employment Term shall automatically be extended for successiveone-year periods; providedfurther that the Agreement may beterminable by either party upon sixty (60) days written notice of such party’sintention to terminate (the initial term together with each successive one yearperiod shall hereinafter be referred to as the “Employment Term”). ThisAgreement is intended to supercede, replace and terminate, and upon executionhereof shall terminate in its entirety, the Employment Agreement datedSeptember 23, 2004 entered into between the Company and the Executive, the EmploymentAgreement dated as of September 29, 2000, and entered into by Interline Brands,Inc., f/k/a/Wilmar Industries, Inc. and the Executive, together with that SplitDollar Agreement dated April 1, 1996, Collateral Assignment for Split DollarPlan dated April 1, 1996, Money Purchase Deferred Compensation Agreement dated April1, 1996,  Split Dollar Agreement datedApril 20, 1997, Collateral Assignment for Split Dollar Plan dated April 20,1997, and that Money Purchase Deferred Compensation Agreement dated April 20,1997.

# Thetermination of the Executive’s employment at the end of the Employment Term 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 toSection 6(c), and the applicable provisions

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# ofSection 6(c) shall apply to such termination.  The termination of the Executive’s employment at the end of theEmployment Term on account of the Executive giving notice to the Company ofhis/her desire not to extend the Employment Term in accordance with theprovisions of this Section 1 shall be treated for all purposes as a voluntarytermination pursuant to Section 6(d), and the provisions of Section 6(d) shallapply to such termination.

# 2.             Position.

## (a)           The Executive shall serve as a SeniorVice President of the Company.  In suchposition, the Executive shall have such duties and authority as are customarilyassociated with such position and agrees to perform such duties and functionsas shall from time to time be assigned or delegated to him by the President ofthe Company or his designee.

## (b)           During the Employment Term, theExecutive will devote substantially all of his business time and best effortsto the performance of his duties hereunder and will not engage in any otherbusiness, profession or occupation for compensation or otherwise which wouldconflict with the rendition of such services, either directly or indirectly,without the prior written consent of the President of the Company.

# 3.             Base Salary. During the Employment Term, the Company shall pay the Executive anannual base salary as follows: (i) from the Effective Date through June 30,2005, the Company shall pay the Executive a base salary at the annual rate ineffect on the Effective Date and (ii) from and after July 1, 2005 theCompany shall pay the Executive a base salary at an annual rate of $200,000 (ineach case hereinafter “Base Salary”). Base Salary shall be payable in regular installments in accordance withthe Company’s usual payroll practices.

# 4.             Bonus.  During the Employment Term, the Executive’sannual bonus shall be as follows: (i) with respect to the calendar year endingDecember 31, 2004, the Executive shall be eligible to earn an annual bonusaward of up to $300,000, based upon bonus plan to be established and determinedby the Board of Directors of the Company (the “Board”) applicable to allthe vice presidents of the Company, (ii) with respect to the calendar yearending December 31, 2005, the Company shall pay the Executive a guaranteedbonus of $50,000, and (iii) with respect to the calendar year endingDecember 31, 2006 and each calendar year thereafter, the Company shall pay theExecutive a guaranteed bonus of $100,000. Each such annual bonus shall be paid at the same time and in the samemanner as bonuses are paid to other executives of the Company, typically followingthe issuance of the Company’s audit financial statements with respect to suchcalendar year.

# 5.             Employee Benefits and Perquisites.  During the Employment Term, the Executiveshall be eligible to participate in the Company’s employee benefit plans(including, without limitation, its health insurance and short term and longterm disability insurance plans) on the same basis as those benefits aregenerally made available to other executives of the Company.    All of the benefits and perquisitesdescribed in this Section 5 shall hereafter be referred to collectively as the “Benefits”.

 

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### (i)Vacation.The Executive shall be provided four (4) weeks paid vacation per year, providedthe vacation days taken do not interfere with the operations of the Company.

### (ii)Medical Expense Reimbursement. The executive shall be entitled to reimbursementfor expenses not reimbursed by insurance or otherwise for “medical care” forhimself and immediate family member; provided, such family members are coveredby a Company sponsored plan at the time the expense is incurred, and furtherprovided that such reimbursement shall not exceed $10,000 per annum.

### (iii)Club Membership Dues and Automobile Expenses. During the Term ofEmployment, the Executive shall be entitled to reimbursement for personalmembership and automobile related expenses related to the Executive’s primaryautomobile in an amount not to exceed $50,000.00 per year, payable inaccordance with the Company’s policies on expense reimbursement, in effect fromtime to time.

### (iv)BusinessExpenses. During the Employment Term, reasonable business expenses incurredby Executive in the performance of his duties hereunder shall be reimbursed bythe Company in accordance with the Company’s policies on expense reimbursement,in effect from time to time.

# 6.             Termination. Notwithstanding any other provision of this Agreement:

## (a)           For Cause by the Company.  The Employment Term and the Executive’semployment hereunder may be terminated by the Company for “Cause.”  For purposes of this Agreement, “Cause”shall mean (i) the Executive’s gross neglect of, or willful and continuedfailure to substantially perform, his duties hereunder (other than as a resultof total or partial incapacity due to physical or mental illness); (ii) awillful act by the Executive against the interests of the Company or which causesor is intended to cause harm to the Company or its stockholders; (iii) theExecutive’s conviction, or plea of no contest or guilty, to a felony under thelaws of the United States or any state thereof or of a lesser offense involvingdishonesty, the theft of Company property or moral turpitude; or (iv) amaterial breach of the Agreement by the Executive which is not cured by theExecutive within twenty (20) days (where the breach is curable) followingwritten notice to the Executive by the Company of the nature of thebreach.  Upon termination of theExecutive’s employment for Cause pursuant to this Section 6(a), the Executiveshall be paid any accrued and unpaid Base Salary and Benefits through the dateof termination and shall have no additional rights to any compensation or anyother benefits under the Agreement or otherwise.

## (b)           Disability or Death.  The Employment Term and the Executive’semployment hereunder shall terminate upon his death or if the Executive isunable for an aggregate of six (6) months in any twelve (12) consecutive monthperiod to perform his duties due to the Executive’s physical or mentalincapacity, as reasonably determined by the Board (such incapacity ishereinafter referred to as “Disability”).  Upon termination of the Executive’semployment hereunder for either Disability or death, the Executive or hisestate (as the case may be) shall be entitled to receive (i) any accrued andunpaid Base Salary and Benefits and (ii) a bonus for the calendar year in whichtermination occurs, equal to the bonus which the Executive

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## wouldhave been entitled to if he had remained employed by the Company at the end ofsuch calendar year, multiplied by a fraction, the numerator of which is thenumber of days in such calendar year preceding the date of death or terminationof employment and the denominator of which is 365 (a “Pro Rata Bonus”).  Upon termination of the Executive’semployment due to Disability or death pursuant to this Section 6(b), theExecutive shall have no additional rights to any compensation or any otherbenefits under this Agreement.  All otherbenefits, if any, due the Executive following his termination for Disability ordeath shall be determined in accordance with the plans, policies and practicesof the Company.

## (c)           Without Cause by the Company.  The Employment Term and the Executive’semployment hereunder may be terminated by the Company without “Cause.”  If the Executive’s employment is terminatedby the Company without “Cause” (other than by reason of Disability or death),the Executive shall be entitled to receive any accrued and unpaid Base Salaryand Benefits.  The Executive shall beentitled to the following additional payments or benefits, as applicable:

### (i)            Ifthe Executive is terminated without Cause by the Company pursuant to Section6(c) prior to December 31, 2005 then he shall be entitled to receive (i) continuationof his Base Salary through December 31, 2005 (such Base Salary to be paid atthe rate set forth in Section 3 of this Agreement), (ii) continuedreimbursement of his automobile related expenses related to the Executive’sprimary automobile payable in accordance with the Company’s policies throughDecember 31, 2006 and (iii) continuation of his health and dental insurancecoverage on the same basis as those benefits are generally made available toother executives of the Company through December 31, 2006.

 

### (ii)            Ifthe Executive is terminated without Cause by the Company on or after December31, 2005, then he shall be entitled to receive (i) continued reimbursement ofhis automobile related expenses related to the Executive’s primary automobilepayable in accordance with the Company’s policies through December 31, 2006 and(ii) continuation of his health and dental insurance coverage on the same basisas those benefits are generally made available to other executives of theCompany through December 31, 2006.

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                                Upon termination of Executive’semployment by the Company without Cause pursuant to this Section 6(c),Executive shall have no additional rights to any compensation or any otherbenefits under this Agreement.  All otherbenefits, if any, due Executive following Executive’s termination of employmentby the Company without Cause shall be determined in accordance with the plans,policies and practices of the Company.

 

## (d)           Voluntary Termination by Executive.  The Executive shall provide the Companythirty (30) days’ advance written notice in the event the Executive terminateshis employment, other than for Good Reason (as hereinafter defined); providedthat the President may, in his sole discretion, terminate the Executive’semployment with the Company prior to the expiration of the thirty-day noticeperiod.  In such event and upon theexpiration of such thirty-day period (or such shorter time as the President inhis sole discretion may determine), the Executive’s employment under thisAgreement shall immediately and automatically terminate,

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## andthe Executive shall be limited to receiving any Base Salary earned and unpaidas of the Executive’s termination date.

## (e)           Termination for Good Reason.  The Executive may terminate his employmenthereunder for “Good Reason” at any time during the Employment Term.  For purposes of the Agreement, “GoodReason” shall mean (i) a material breach of the terms of this Agreement bythe Company, (ii) the Company requiring the Executive to move his primary placeof employment more than thirty-five (35) miles from the then current place ofemployment, if such move materially increases his commute, or (iii) a materialdiminution of the Executive’s responsibilities, provided that any of theforegoing is not cured by the Company within twenty (20) days following receiptof written notice by the Executive to the Company of the specific nature of thebreach.  No termination for Good Reasonshall be permitted unless the Company shall have first received written noticefrom the Executive describing the basis of such termination for Good Reason.  A termination of the Executive’s employmentfor Good Reason pursuant to this Section 6(e) shall be treated for purposes ofthis Agreement as a termination by the Company without Cause and the applicableprovisions of Section 6(c) relating to the payment of compensation and benefitsshall apply.

## (f)            Benefits/Release.  In addition to any amounts which may bepayable following a termination of employment pursuant to one of the paragraphsof this Section 6, the Executive or his beneficiaries shall be entitled toreceive any benefits that may be provided for under the terms of an employeebenefit plan in which the Executive is participating at the time oftermination.  Notwithstanding any otherprovision of this Agreement to the contrary, the Executive acknowledges andagrees that any and all payments, other than the payment of any accrued andunpaid Base Salary and Benefits, to which the Executive is entitled under thisSection 6 are conditioned upon and subject to the Executive’s execution ofa general waiver and release, in such form as may be prepared by the Company’sattorneys, of all claims and issues arising under the Employment Agreement,except for such matters covered by provisions of this Agreement which expresslysurvive the termination of this Agreement.

## (g)           Except as provided in this Section 6, theCompany shall have no further obligation or liability under this Agreementfollowing a termination of employment by the Executive.

## (h)           Notice of Termination.  Any purported termination of employment by theCompany or by the Executive shall be communicated by written notice oftermination to the other party hereto in accordance with Section 12(h)hereof.

# 7.             Non-Competition.

## (a)           The Executive acknowledges andrecognizes the highly competitive nature of the businesses of the Company andits affiliates, the valuable confidential business information in suchExecutive’s possession and the customer goodwill associated with the ongoingbusiness practice of the Company, and accordingly agrees as follows:

 

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### (i)            During the Employment Term and, fora period ending on the expiration of two years following the termination of theExecutive’s employment (the “Restricted Period”), the Executive will notdirectly or indirectly, (i) engage in any business for the Executive’s ownaccount that competes with the business of the Company, (ii) enter theemploy of, or render any services to, any person engaged in any business thatcompetes with the business of the Company, (iii) acquire a financialinterest in, or otherwise become actively involved with, any person engaged inany business that competes with the business of the Company, directly orindirectly, as an individual, partner, shareholder, officer, director,principal, agent, trustee or consultant, or (iv) interfere with businessrelationships (whether formed before or after the date of this Agreement)between the Company or any of its affiliates that are engaged in a businesssimilar to the business of the Company (the “Company Affiliates”) andcustomers or suppliers of the Company or the Company Affiliates.

### (ii)           Notwithstanding anything to thecontrary in this Agreement, the Executive may directly or indirectly own,solely as a passive investment, securities of any person engaged in thebusiness of the Company which are publicly traded on a national or regionalstock exchange or on the over-the-counter market if the Executive (i) isnot a controlling person of, or a member of a group which controls, such personand (ii) does not, directly or indirectly, own one percent (1%) or more ofany class of securities of such person.

### (iii)          During the Restricted Period, and foran additional one year after the end of the Restricted Period, the Executivewill not, directly or indirectly, (i) without the written consent of theCompany, solicit or encourage any employee of the Company or the CompanyAffiliates to leave the employment of the Company or the Company Affiliates, or(ii) without the written consent of the Company (which shall not beunreasonably withheld), hire any such employee who has left the employment ofthe Company or the Company Affiliates (other than as a result of thetermination of such employment by the Company or the Company Affiliates) withinone year after the termination of such employee’s employment with the Companyor the Company Affiliates.

### (iv)          During the Restricted Period, theExecutive will not, directly or indirectly, solicit or encourage to cease towork with the Company or the Company Affiliates any consultant then undercontract with the Company or the Company Affiliates.

## (b)           It is expressly understood and agreedthat although the Executive and the Company consider the restrictions containedin this Section 8 to be reasonable, if a final judicial determination is madeby a court of competent jurisdiction that the time or territory or any otherrestriction contained in this Agreement is an unenforceable restriction againstthe Executive, the provisions of this Agreement shall not be rendered void butshall be deemed amended to apply as to such maximum time and territory and tosuch maximum extent as such court may judicially determine or indicate to beenforceable.  Alternatively, if any courtof competent jurisdiction finds that any restriction contained in thisAgreement is unenforceable, and such restriction cannot be amended so as tomake it enforceable, such finding shall not affect the enforceability of any ofthe other restrictions contained herein.

 

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# 8.             Confidentiality. The Executive will not at any time (whether during or after hisemployment with the company) disclose or use for his own benefit or purposes orthe benefit or purposes of any other person, firm, partnership, joint venture,association, corporation or other business organization, entity or enterpriseother than the Company and any of its subsidiaries or affiliates, any tradesecrets, information, data, or other confidential information relating tocustomers, development programs, costs, marketing, trading, investment, salesactivities, promotion, credit and financial data, manufacturing processes,financing methods, plans, or the business and affairs of the Company generally,or of any subsidiary or affiliate of the Company, provided that theforegoing shall not apply to information which is generally known to theindustry or the public other than as a result of the Executive’s breach of thiscovenant.  The Executive agrees that upontermination of his employment with the Company for any reason, he will returnto the Company immediately all memoranda, books, papers, plans, information,letters and other data, and all copies thereof or therefrom, in any wayrelating to the business of the Company and its affiliates, except that he mayretain personal notes, notebooks and diaries. The Executive further agrees that he will not retain or use for hisaccount at any time any trade names, trademark or other proprietary businessdesignation used or owned in connection with the business of the Company or itsaffiliates.

# 9.             Specific Performance.  The Executive acknowledges and agrees thatthe Company’s remedies at law for a breach or threatened breach of any of theprovisions of Section 8 or Section 9 would be inadequate and, inrecognition of this fact, the Executive agrees that, in the event of such abreach or threatened breach, in addition to any remedies at law, the Company,without posting any bond, shall be entitled to obtain equitable relief in theform of specific performance, temporary restraining order, temporary orpermanent injunction or any other equitable remedy which may then be available.

# 10.           Independence, Severability andNon-Exclusivity.  Each of the rightsand remedies set forth in this Agreement shall be independent of the others andshall be severally enforceable and all of such rights and remedies shall be inaddition to and not in lieu of any other rights and remedies available to theCompany or its affiliates under the law or in equity.  If any of the provisions contained in this Agreement,including without limitation, the rights and remedies enumerated herein, ishereafter construed to be invalid or unenforceable, the same shall not affectthe remainder of the covenant or covenants, or rights or remedies, which shallbe given full effect without regard to the invalid portions.

# 11.           Miscellaneous.

## (a)           Governing Law.  This Agreement shall be governed by andconstrued in accordance with the laws of the State of Florida without regard toits conflicts of law doctrine.

## (b)           Entire Agreement/Amendments.  This Agreement contains the entireunderstanding of the parties with respect to the employment of the Executive bythe Company.  There are no restrictions,agreements, promises, warranties, covenants or undertakings between the partieswith respect to the subject matter herein other than those

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## expresslyset forth herein.  This Agreement may notbe altered, modified, or amended except by written instrument signed by theparties hereto.

## (c)           No Waiver.  The failure of a party to insist upon strictadherence to any term of this Agreement on any occasion shall not be considereda waiver of such party’s rights or deprive such party of the right thereafterto insist upon strict adherence to that term or any other term of thisAgreement.

## (d)           Severability.  In the event that any one or more of theprovisions of this Agreement shall be or become invalid, illegal orunenforceable in any respect, the validity, legality and enforceability of theremaining provisions of this Agreement shall not be affected thereby.

## (e)           Assignment.  This Agreement shall not be assignable by theExecutive.  This Agreement may beassigned by the Company to a company which is a successor in interest tosubstantially all of the business operations of the Company or to the financialinstitution(s) providing the Company’s senior credit facility.  Such assignment shall become effective whenthe Company notifies the Executive of such assignment or at such later date asmay be specified in such notice.  Uponsuch assignment, the rights and obligations of the Company hereunder shallbecome the rights and obligations of such successor company, providedthat any assignee expressly assumes the obligations, rights and privileges ofthis Agreement.

## (f)            No Mitigation.  The Executive shall not be required tomitigate the amount of any payment provided for pursuant to this Agreement byseeking other employment and, to the extent that the Executive obtains orundertakes other employment, the payment will not be reduced by the earnings ofthe Executive from the other employment.

## (g)           Successors; Binding Agreement.  This Agreement shall inure to the benefit ofand be binding upon personal or legal representatives, executors,administrators, successors, heirs, distributes, devises and legatees.

## (h)           Notice.  For the purpose of this Agreement, noticesand all other communications provided for in the Agreement shall be in writingand shall be deemed to have been duly given when delivered or mailed by UnitedStates registered mail, return receipt requested, postage prepaid, addressed,in the case of the Executive, to the Executive’s address on file with theCompany; all notices to the Company shall be directed to the attention of thePresident or to such other address as either party may have furnished to theother in writing in accordance herewith, except that notice of change ofaddress shall be effective only upon receipt.

## (i)            Withholding Taxes.  The Company may withhold from any amountspayable under this Agreement such Federal, state and local taxes as may berequired to be withheld pursuant to any applicable law or regulation.

## (j)            Counterparts.  This Agreement may be signed in counterparts,each of which shall be an original, with the same effect as if the signaturesthereto and hereto were upon the same instrument.

 

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INWITNESS WHEREOF, the parties hereto have duly executed this Agreement as of theday and year first above written.

 
|   | /s/William R. Pray      |
|--------|-------------------------|
|   | Name: William R.  Pray  |
|   |                    |
|   | INTERLINE  BRANDS, INC. |
|   | By:                     | /s/Michael J.  Grebe |
|   | Name:                   | Michael J. Grebe |
|   | Title:                  | President and  CEO |

 

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