**Exhibit10.20**

 

**SEPARATION AGREEMENT AND GENERALRELEASE OF ALL CLAIMS**

 

This Separation Agreementand General Release of all Claims (the “Agreement”) is entered into byand between Interline Brands, Inc. (the “Company”) and CharlesBlackmon (the “Executive”) and is dated as of March 17, 2005 (the “EffectiveDate”).

 

In consideration of thepromises set forth in the Agreement, the Executive and the Company (the “Parties”)hereby agree as follows:

 

1.                                       EntireAgreement.

 

The Agreement is the entire agreement between the Parties with respectto the subject matter hereof and contains all agreements, whether written,oral, express or implied, between the Parties relating thereto and supersedesand extinguishes any other agreement relating thereto, whether written, oral,express or implied, between the Parties, including, without limitation, theEmployment Agreement between the Parties, dated as of June 18, 2004 (the “EmploymentAgreement”); providedhowever, that those certainNonqualified Stock Option Agreements entered into by and between the Companyand the Executive, dated December 16, 2004 (the “Option Agreements”)are hereby explicitly preserved without any amendment or modificationthereto.  Other than the Agreement andthe Option Agreements, there are no agreements of any nature whatsoever betweenthe Executive and the Company that survive the Agreement.  The Agreement may not be modified or amended,nor may any rights under it be waived, except in a writing signed and agreed toby the Parties.

 

2.                                       Terminationof Employment.

 

The Executive and the Company hereby agree that Executive’s employmentand any and all appointments he holds with the Company and any of itsaffiliates or subsidiaries (collectively, the “Company Group”), whetheras officer, director, employee, consultant, fiduciary, agent or otherwise shallcease as of March 17, 2005 (the “Termination Date”).  Effective as of the Termination Date, theExecutive shall have no authority to act on behalf of the Company or any othermember of the Company Group, and shall not hold himself out as having suchauthority or otherwise act in an executive or other decision making capacity.

 

3.                                       Entitlements.

 

In consideration for theExecutive’s entering into the Agreement, the Company will provide the Executivewith the following:

 

## A.                                   BenefitsGenerally. As of and after the Termination Date, the Executive shall nolonger participate in, accrue service credit or have contributions made on hisbehalf under any employee benefit plan sponsored by the Company or any other memberof the Company Group in respect of periods commencing on and following theTermination Date, including without limitation, any plan which is intended toqualify under Section 401(a) of the Internal Revenue Code of 1986, asamended.  The Executive shall be entitledto all benefits accrued up to the Termination Date, to the extent vested, underall employee benefit plans of the Company, in accordance with the terms of suchplans.

 

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## B.                                     CompanyPaid COBRA Premiums.

##  

The Company understandsthat the Executive intends to elect, as soon as practicable following theTermination Date, to continue medical coverage in accordance with theConsolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)and the Company will provide, or cause to be provided, to the Executive all thenecessary and appropriate forms for the Executive to make such election to theExecutive’s home at 155 Violet Place, Eufaula, Alabama 36027.  Coincident with the receipt of the Executive’scompleted election forms, the Company shall pay the COBRA premiums (includingwith respect to medical, dental and prescription drug coverage) on behalf ofthe Executive and his covered dependents for the period commencing on theTermination Date and ending on the earlier of (i) March 31, 2006 or (ii) thedate the Executive is eligible for substantially similar coverage from anotheremployer and provided the Executive agrees that he shall undertake a reasonableeffort to procure such coverage when eligible.

 

## C.                                     Severance.

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The Executive shall beentitled to receive severance payments totaling $67,500 (the “Severance Pay”).  On the Company’s first regularly scheduledpayroll date following the eighth (8th) day following the execution of theAgreement and provided the Executive has not revoked the Agreement pursuant to Section 8Ehereof, payment of the Severance Pay shall commence and shall continue in equalinstallments in accordance with the Company’s regular payroll practices suchthat the last payment shall be made no later than September 30, 2005.

 

## D.                                    Vacation.

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As soon as practicablefollowing the Termination Date, the Executive shall be paid a lump sum in cashequal to $15,200 which amount is equal to all of the Executive’s unused butaccrued vacation accrued through the Termination Date in accordance with theCompany’s regular policies.

 

4.                                       Returnof Company Property.

 

No later than the seventh business day following the Termination Date,the Executive shall return to the Company all originals and copies of papers,notes and documents (in any medium, including computer disks), whether propertyof any member of the Company Group or not, prepared, received or obtained bythe Executive during the course of, and in connection with, his employment withthe Company or any member of the Company Group, and all equipment and propertyof any member of the Company Group which may be in the Executive’s possessionor under his control, whether at the Company’s offices, the Executive’s home orelsewhere, including all such papers, work papers, notes, documents andequipment in the possession of the Executive. The Executive agrees that he and his family shall not retain copies ofany such papers, work papers, notes and documents.  Notwithstanding the foregoing, the Executivemay retain copies of any employment, compensation, benefits or shareholdersagreements between the Executive and the Company, the Agreement and anyemployee benefit plan materials distributed generally to participants in anysuch plan by the Company.  In addition,as soon as practicable following the Termination Date, the Company shall permitthe

 

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Executive access to the office the Executive occupiedimmediately prior to the Termination Date so that the Executive may remove hispersonal belongings and personal files which include files the Executive hasmaintained on the Company’s computer system and the Executive shall bepermitted to copy and/or remove such files; provided that such files donot contain any material confidential information regarding the Company.  In addition, the Company acknowledges thatthe Executive may retain copies (electronically or in hard copy) of his filesrelated to Concurrent Computer Corporation and his electronic or hard copyrolodex.  On the Termination Date, alltelephone and other accounts being paid by the Company on the Executive’sbehalf shall be terminated and company credit cards, if any, shall be returnedto the Company and canceled.

 

5.                                       Confidentiality.

 

## A.                                   TheExecutive acknowledges and agrees that all memoranda, notes, records and othermaterials made or compiled by the Executive, or made available to him, inconnection with, and during his employment by, the Company remain the sole andexclusive property of the Company.  TheExecutive acknowledges and agrees that all confidential information acquiredabout any member of the Company Group and each of their officers, directors,employees and agents, and all material reflecting such confidentialinformation, is highly confidential and that disclosure of such information ormaterial could cause serious and irreparable injury to the Company.  The Executive agrees that he will nothereafter disclose any such information or make any such material available toanyone without the written consent of the Company, whether or not suchinformation subsequently becomes publicly known, other than as requiredpursuant to an order of a court, governmental agency or other authorizedtribunal; provided that upon receipt of such an order, the Executive shallpromptly notify the Company thereof and, at the request of the Company and atthe Company’s expense, the Executive shall assist the Company in obtaining aprotective or similar order in respect of such confidential information.

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## B.                                     TheExecutive hereby further agrees that he will not directly or indirectlydisclose, discuss or disseminate, be the source of or otherwise publish orcommunicate in any manner to any person or entity any confidential informationconcerning the personal, social or business activities of the Company Group orany of its officers, directors, employees and agents, other than as requiredpursuant to an order of a court, government agency or other authorizedtribunal; provided that upon receipt of such an order, the Executive shallpromptly notify the Company thereof and, at the request of the Company and atthe Company’s expense, the Executive shall assist the Company in obtaining aprotective or similar order in respect of such confidential information.  The Company on behalf of its Board of Directors(the “Board”), and senior most executives agrees not to directly orindirectly disclose, discuss or disseminate, be the source of or otherwisepublish or communicate in any manner to any person or entity any confidentialinformation concerning the personal, social or business activities of theExecutive, other than as required by applicable law as determined in good faithby the Company or its counsel.

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6.                                       Non-Competition.

 

## A.                                   TheExecutive acknowledges and recognizes the highly competitive nature of thebusinesses of the Company and the other members of the Company Group, thevaluable confidential business information in such Executive’s possession andthe customer goodwill

 

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## associated with the ongoing business practice of the Company, andaccordingly agrees as follows:

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##### (i)                                     For a period beginning on the Effective Dateand ending on the expiration of one year following the Termination Date (the “RestrictedPeriod”), the Executive will not directly or indirectly, (i) engage inany business for the Executive’s own account that competes with the business ofthe Company, (ii) enter the employ of, or render any services to, anyperson engaged in any business that competes with the business of the Company, (iii) acquirea financial interest in, or otherwise become actively involved with, any personengaged in any business that competes with the business of the Company,directly or indirectly, as an individual, partner, shareholder, officer,director, principal, agent, trustee or consultant, or (iv) interfere withbusiness relationships (whether formed before or after the date of thisAgreement) between any member of the Company Group and customers or suppliersof the Company Group.

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##### (ii)                                  Notwithstanding anything to the contrary inthis Agreement, the Executive may directly or indirectly own, solely as apassive investment, securities of any person engaged in the business of theCompany which are publicly traded on a national or regional stock exchange oron the over-the-counter market if the Executive (A) is not a controllingperson of, or a member of a group which controls, such person and (B) doesnot, directly or indirectly, own one percent (1%) or more of any class ofsecurities of such person.

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##### (iii)                               During the Restricted Period, the Executivewill not, directly or indirectly, (A) without the written consent of theCompany, solicit or encourage any employee of the Company or any member of theCompany Group to leave the employment of the Company or the CompanyGroup, or (B) without the written consent of the Company(which shall not be unreasonably withheld), hire any such employee who has leftthe employment of the Company or any other member of the Company Group (otherthan as a result of the termination of such employment by the Company Groupwithin one year after the termination of such employee’s employment with theCompany or any other member of the Company Group).

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##### (iv)                              During the Restricted Period, the Executivewill not, directly or indirectly, solicit orencourage to cease to work with any member of the Company Group any consultantthen under contract with the Company or any other member of the Company Group.

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It is expresslyunderstood and agreed that although the Executive and the Company consider therestrictions contained in this Section 6 to be reasonable, if a finaljudicial determination is made by a court of competent jurisdiction that thetime or territory or any other restriction contained in this Agreement is anunenforceable restriction against the Executive, the provisions of thisAgreement shall not be rendered void but shall be deemed amended to apply as tosuch maximum time and territory and to such maximum extent as such court mayjudicially determine or indicate to be enforceable. 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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7.                                       Nondisparagementand Cooperation.

 

## A.                                   TheExecutive hereby agrees not to defame, disparage or criticize any member of theCompany Group or any of their products, services, finances, financialcondition, capabilities or other aspect of or any of their business, or anyformer or existing employees, managers, directors, officers or agents of, orcontracting parties with, any member of the Company Group in any medium to anyperson or entity without limitation in time. Notwithstanding this provision, the Executive may confer in confidencewith his legal representative and make truthful statements as required by law.  The Company agrees to instruct the members ofthe Board and its senior executive officers not to defame, disparage orcriticize the Executive in any medium to any person or entity withoutlimitation in time.

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## B.                                     TheExecutive shall continue to make himself available at reasonable times, so asnot to unreasonably interfere with his ongoing business activities, to theCompany Group and to advise the Company Group, at their request, about disputeswith third parties as to which the Executive has knowledge, and, the Executiveagrees to cooperate fully with the Company Group in connection with litigation,arbitration and similar proceedings (collectively “Dispute Proceedings”)and to provide testimony with respect to the Executive’s knowledge in any suchDispute Proceedings involving the Company and or any member of the CompanyGroup.  In the event that the Executiveis requested by the Company or the Company Group to cooperate as required inthis Section 7B, the Company shall (i) compensate the Executive at arate of $1,000 per day and (ii) reimburse the Executive for his reasonableout-of-pocket travel and lodging expenses.

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8.                                       Acknowledgmentand Release. 

 

## A.                                   Inconsideration of the Company’s execution of the Agreement, and except withrespect to the Company’s obligations arising under or preserved in theAgreement and the Option Agreements, the Executive, for and on behalf ofhimself and his heirs and assigns, hereby waives and releases any common law,statutory or other complaints, claims, charges or causes of action arising outof or relating to the Executive’s employment or termination of employment with,or his serving in any capacity in respect of, any member of the Company Group,both known and unknown, in law or in equity, which the Executive may now haveor ever had against any member of the Company Group or any shareholder,employee, director or officer of any member of the Company Group (collectively,the “Releasees”), including, without limitation, any claim for anyseverance benefit which but for the Agreement might have been due the Executiveunder any previous agreement, including the Employment Agreement, executed byand between any member of the Company Group and the Executive, and anycomplaint, charge or cause of action arising out of his employment with theCompany Group under the Age Discrimination in Employment Act of 1967 (“ADEA,”a law which prohibits discrimination on the basis of age), the National LaborRelations Act, the Civil Rights Act of 1991, the Americans With DisabilitiesAct of 1990, Title VII of the Civil Rights Act of 1964, the EmployeeRetirement Income Security Act of 1974, all as amended; and all other federal,state and local laws.  By signing theAgreement the Executive acknowledges that he intends to waive and release anyrights known or unknown he may have against the Releasees under these and anyother laws; provided, that the Executive does not waive or releaseclaims with respect to the right to enforce the Agreement.

 

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## B.                                     TheExecutive acknowledges that he has not filed any complaint, charge, claim orproceeding against any of the Releasees before any local, state or federalagency, court or other body relating to his employment or the resignationthereof (each individually a “Proceeding”).  The Executive represents that he is not awareof any basis on which such a Proceeding could reasonably be instituted.

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## C.                                     TheExecutive (i) acknowledges that he will not initiate or cause to beinitiated on his behalf any Proceeding and will not participate in anyProceeding, in each case, except as required by law; and (ii) waives anyright he may have to benefit in any manner from any relief (whether monetary orotherwise) arising out of any Proceeding, including any Proceeding conducted bythe Equal Employment Opportunity Commission (“EEOC”).  Further, the Executive understands that byentering into the Agreement, he will be limiting the availability of certainremedies that he may have against the Company and also limiting his ability topursue certain claims against the Releasees. Notwithstanding the above, nothing in this Section 8 shall preventthe Executive from (i) initiating or causing to be initiated on his behalfany complaint, charge, claim or proceeding against the Company before anylocal, state or federal agency, court or other body challenging the validity ofthe waiver of his claims under ADEA contained in Section 8 of theAgreement (but no other portion of such waiver); or (ii) initiating orparticipating in an investigation or proceeding conducted by the EEOC withrespect to ADEA.

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## D.                                    TheExecutive acknowledges that he has been given twenty-one (21) days from thedate of receipt of the Agreement to consider all the provisions of theAgreement and he does hereby knowingly and voluntarily waive said giventwenty-one day period.  **THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THE AGREEMENTCAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO CONSULT AN ATTORNEY, AND FULLYUNDERSTANDS THAT BY SIGNING BELOW HE IS GIVING UP CERTAIN RIGHTS WHICH HE MAY HAVETO SUE OR ASSERT A CLAIM AGAINST ANY OF THE RELEASEES, AS DESCRIBED IN THIS SECTION 8AND THE OTHER PROVISIONS HEREOF.  THEEXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNERWHATSOEVER TO SIGN THE AGREEMENT AND THE EXECUTIVE AGREES TO ALL OF ITS TERMSVOLUNTARILY.**

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## E.                                      TheExecutive shall have seven days from the date of his execution of the Agreementto revoke the Agreement, including the release given under this Section 8with respect to all claims referred to herein (including, without limitation,any and all claims arising under ADEA). If the Executive revokes the Agreement including, without limitation,the release given under this Section 8, the Executive will be deemed notto have accepted the terms of the Agreement, including any action required ofthe Company by any Section of the Agreement.

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## F.                                      Notwithstandingthe foregoing, the Executive does not release, discharge or waive any rights toindemnification that he may have under the By-Laws of the Company, the laws ofthe State of Delaware, any indemnification agreement between the Executive andthe Company or any insurance coverage maintained by or on behalf of theCompany.

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## G.                                     Exceptas expressly set forth in this Agreement, the Company on behalf of itself andthe members of the Company Group hereby release, remise and acquit theExecutive and his

 

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## successors, assigns, heirs and advisers (collectively, the “ExecutiveReleasees”), jointly and severally, from (i) any and all claims, knownor unknown, which the Company Group has or may have against any of suchExecutive Releasees based upon any matter or thing occurring on or prior to thedate of this Agreement; and (ii) any and all liabilities which any of suchExecutive Releasees may have to the Company Group arising from or relating to:the Executive’s employment relationship with or services in any and allcapacities to the Company Group (collectively “Company Claims”).  The Company Group further agrees that neitherthe Company nor any member of the Company Group will file or permit to be filedany such claim.  Notwithstanding theforegoing, this Section 8G (the Company Group Release) shall not apply toany Company Claim that the Company Group may have against any of the ExecutiveReleasees: (i) for the performance by the Executive of his agreements andother obligations under this Agreement; or (ii) as a result of anycriminal conduct, including any act of fraud, theft or violation of anygovernmental regulations or law, committed by the Executive that, individuallyor in the aggregate, results, or in the good faith judgment of the Board couldresult in material monetary damage to the Company or any member of the CompanyGroup.

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9.                                       Availabilityof Relief.

 

## A.                                   Inthe event that the Executive fails to abide by any of the terms of theAgreement, the Company may, in addition to any other remedies it may have,terminate any benefits or payments that are subsequently due under theAgreement, without waiving the release granted herein.

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## B.                                     TheExecutive acknowledges and agrees that the remedy at law available to theCompany for breach of any of his post-termination obligations under theAgreement, including but not limited to his obligations under Sections 5, 6 and7 of the Agreement, would be inadequate and that damages flowing from such abreach may not readily be susceptible to being measured in monetary terms.  Accordingly, the Executive acknowledges,consents and agrees that, in addition to any other rights or remedies which theCompany may have at law, in equity or under the Agreement, upon adequate proofof his violation of any such provision of the Agreement, the Company shall beentitled to immediate injunctive relief and may obtain a temporary orderrestraining any threatened or further breach, without the necessity of proof ofactual damage and without the requirement of posting a bond.

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10.                                 Miscellaneous.

 

## A.                                   Notices.  Any notice given pursuant to the Agreement toany party hereto shall be deemed to have been duly given when mailed byregistered or certified mail, return receipt requested, or by overnightcourier, or when hand delivered as follows:

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If to the Company:

 

Interline Brands, Inc.

801 W Bay Street 

Jacksonville, Florida 32204

Attention:                 Laurence Howard, Esq.

General Counsel

 

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with a copy to:

 

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

Attention:                 John Kennedy

 

If to the Executive, to:

 

Mr. Charles Blackmon

155 Violet Place

Eufaula, Alabama 36027

 

## or at such other address as either party shall from time to timedesignate by written notice, in the manner provided herein, to the other partyhereto.  The Company agrees that, inconnection with the execution of this Agreement, it will update its books andrecords to reflect the above-referenced address as the Executive’s address forall purposes.

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## B.                                     Successors.  The Agreement shall be binding upon and inureto the benefit of the Parties, their respective heirs, successors and assigns.

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## C.                                     Taxes.  The Executive shall be responsible for thepayment of any and all required federal, state, local and foreign taxesincurred, or to be incurred, in connection with any amounts payable to theExecutive under the Agreement. Notwithstanding any other provision of the Agreement, the Company maywithhold from amounts payable under the Agreement all federal, state, local andforeign taxes, including without limitation any applicable employment taxesthat are required to be withheld by applicable laws and regulations.

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## D.                                    Severability.  In the event that any provision of theAgreement is determined to be invalid or unenforceable, the remaining terms andconditions of the Agreement shall be unaffected and shall remain in full forceand effect.  In addition, if anyprovision is determined to be invalid or unenforceable due to its durationand/or scope, the duration and/or scope of such provision, as the case may be,shall be reduced, such reduction shall be to the smallest extent necessary tocomply with applicable law, and such provision shall be enforceable, in itsreduced form, to the fullest extent permitted by applicable law.

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## E.                                      Non-Admission.  Nothing contained in the Agreement shall bedeemed or construed as an admission of wrongdoing or liability on the part ofthe Executive or on the part of the Company.

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## F.                                      NoMitigation.  The Executive shall notbe required to mitigate the amount of any payment provided for pursuant to theAgreement by seeking other employment and, to the extent that the Executiveobtains or undertakes other employment, the payment will not be reduced by theearnings of the Executive from the other employment.

 

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## G.                                     GoverningLaw/Venue.  The Agreement shall begoverned by, and construed in accordance with the internal laws of the State ofFlorida, without regard to principles of conflicts of laws.

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## H.                                    Counterparts.  The Agreement may be executed by one or moreof the Parties hereto on any number of separate counterparts and all suchcounterparts shall be deemed to be one and the same instrument.  Each party hereto confirms that any facsimilecopy of such party’s executed counterpart of the Agreement (or its signature page thereof)shall be deemed to be an executed original thereof.

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## **[REMAINDER OF THE PAGE LEFTINTENTIONALLY BLANK]**

 

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IN WITNESS WHEREOF, theundersigned have executed the Agreement on the date first written above.

 

 
|   | **INTERLINE BRANDS, INC.**                         |
|--------|----------------------------------------------------|
|   |                                               |   |
|   |                                               |   |
|   | By:                                                |    /s/ Michael J. Grebe |   |
|   | Title:                                             | President and Chief Executive Officer |   |   |
|   | Date:                                              | 03/17/2005 |   |   |
|   |                                               |   |
|   |                                               |   |
|   |      /s/ Charles Blackmon |   |
|   | **CHARLES BLACKMON**                               |
|   |                                               |   |
|   | Date:                                              | 03/17/2005 |   |   |
|        |                                                    |  |  |  |  |

 

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