**EXHIBIT 10.36**

 

**INTERLINE BRANDS, INC.**

** **

**Annual Election Notice**

 

**To**:          Interline Brands, Inc. (“Interline”)

 

The undersigned, being a duly elected non-employeemember of the Board of Directors of Interline, hereby irrevocably elects,acknowledges and directs that:

 

1.     The portion ofthe Annual Retainer payable to me for the period of April 1, 2006 to December31, 2006 (i.e. $30,000), be paid to me, as follows:

 

a.             $                     in cash;

 

b.             $                     in whole shares of the common stock, par value $0.01 of Interline (“CommonStock”) (with any fractional shares paid in cash);

 

c.             $                     in whole Deferred Stock Units (with any fractional Deferred Stock Units paid incash) subject to the terms of the Deferred Stock Unit Award Agreement attachedhereto as Exhibit A  (the “DSUAgreement”).

 

2.     If applicable,the Committee Chairmanship Fees payable to me for the period of April 1, 2006to December 31, 2006 be paid to me, as follows:

 

a.             $                     in cash;

 

b.             $                     in whole shares of Common Stock (with any fractional shares paid in cash);

 

c.             $                     in whole Deferred Stock Units (with any fractional Deferred Stock Units paid incash) subject to the terms of the DSU Agreement.

 

I acknowledge that (i) the number of shares of Common Stock and/orDeferred Stock Units I will receive for 2006 will be determined by firstdividing each dollar amount I elected for such shares of Common Stock and/orDeferred Stock Units by three (3) and then by further dividing (x) the firstone third (1/3) by the Fair Market Value (as defined in Interline’s 2004 EquityIncentive Plan) of a share of Common Stock on June 30, (b) the second one third(1/3) by the Fair Market Value of a share of Common Stock on September 30, and(z) the remaining one third (1/3) by the Fair Market Value of a share

 

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of Common Stock on December 31, (ii) I must execute and return a copyof the DSU Agreement with my Election Form in order to validly elect to receiveDeferred Stock Units, (iii) any Deferred Stock Units that I elect to receivewill be paid to me solely in accordance with the terms of the DSU Agreement,and (iv) I may not make an election to receive Deferred Stock Units withrespect to any portion of the Annual Retainer or Committee Chairmanship Feesthat was earned by me prior to the date on which Interline receives thiscompleted Election Form (and that such portion shall be automatically allocatedratably among my elections to receive cash or shares of Common Stock).

** **

**TO BE VALID, AN ELECTION TO RECEIVE DEFERRED STOCKUNITS MUST BE RECEIVED BY INTERLINE NO LATER THAN APRIL 7, 2006**.If the Election Form is received later than such date, your election to receiveDeferred Stock Units will be deemed to be an election to receive shares ofCommon Stock.

** **

**THIS ELECTION FORM WILL REMAIN IN EFFECT FOR 2006ONLY.  INTERLINE WILL PROVIDE YOU WITH ANEW ELECTION FORM FOR 2007 LATER THIS YEAR. TO BE VALID, THIS NEW 2007 ELECTION FORM MUST BE COMPLETED AND RECEIVEDBY INTERLINE BY NO LATER THAN DECEMBER 31, 2006.**

 

 

Dated effective as of the                day of March, 2006.

 

 
|   |   |   |
|--------|--------|--------|
| Name   |

 

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**Exhibit A**

 

**INTERLINE BRANDS, INC.**

**2004 EQUITY INCENTIVE PLAN**

 

**NON-EMPLOYEE DIRECTOR DEFERRED STOCK UNIT AWARD AGREEMENT**

 

ThisDEFERRED STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated as of                   ,2006, is made by and between Interline Brands, Inc. (the “Company”), and                    (the “Participant”).

 

**RECITALS:**

 

**WHEREAS**, the Company has adoptedthe Interline Brands, Inc. 2004 Equity Incentive Plan (the “Plan”),pursuant to Section 10 of which the Committee (or the Board acting as theCommittee) may grant Stock Bonus Awards denominated in Common Stock having suchterms and conditions as the Committee (or the Board acting as the Committee)shall determine; and

** **

**WHEREAS**, the Board hasdetermined that it is in the best interests of the Company and its stockholdersto grant to the Participant a Stock Bonus Award consisting of deferred stockunits (“Deferred Stock Units”) representing a right to the delivery ofCommon Stock on a future date and/or event as described in this Agreement.

** **

**NOW, THEREFORE**, for and inconsideration of the premises and the covenants of the parties contained inthis Agreement, and for other good and valuable consideration, the receipt ofwhich is hereby acknowledged, the parties hereto, for themselves, theirsuccessors and assigns, hereby agree as follows:

###  

### Grant of Deferred Stock Units.  The Company hereby grants to the Participanton each of the grant dates set forth on Schedule 1 attached hereto  (as amended or supplemented by the Companyfrom time to time) the number of Deferred Stock Units set forth next to suchgrant date, in each case on the terms and conditions hereinafter setforth.  Each Deferred Stock Unitrepresents the unfunded, unsecured right of the Participant to receive ashare of Common Stock (each a “Share”), on the date and/or event specifiedherein.

###  

### Incorporation by Reference, Etc.  The provisions of the Plan are herebyincorporated herein by reference.  Exceptas otherwise expressly set forth herein, this Agreement shall be construed inaccordance with the provisions of the Plan and any capitalized terms nototherwise defined in this Agreement shall have the definitions set forth in thePlan.  The Board shall have finalauthority to interpret and construe the Plan and this Agreement and to make anyand all determinations under them, and its decision shall be binding andconclusive upon the Participant and his legal representative in respect of anyquestions arising under the Plan or this Agreement.  By accepting the award of Deferred StockUnits, the Participant agrees and acknowledges that the Participant hasreceived and read a copy of the Plan.

 

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### Payment of Shares.

#### ** **

#### **TheCompany shall, subject to the remainder of this Agreement, transfer to theParticipant a number of Shares equal to the number of Deferred Stock Unitsgranted to the Participant under this Agreement as soon as reasonablypracticable after the date on which the Participant ceases to serve as a memberof the Board or, if later, the date on which the Participant experiences a“separation from service” with the Company within the meaning of Section 409Aof the Code (the “Payment Date”), in whole Shares only with the Participantreceiving a cash payment equal to the Fair Market Value of any fractional Shareon or about the transfer date.**

#### ** **

#### **Inthe event of a Change in Control prior to the Payment Date, the Company shalltransfer to the Participant Shares a number of Shares equal to the number ofDeferred Stock Units granted to the Participant immediately prior to the Changein Control; provided that the Board may determine that, in lieu ofShares and/or fractional Shares, the Participant shall receive a cash paymentequal to the Fair Market Value of such Shares (or fractional Shares, as thecase may be) on such date.**

#### ** **

#### **Uponeach transfer of Shares in accordance with Sections 3(a) or 2(b) of thisAgreement, the Deferred Stock Units with respect to which such Shares have beentransferred hereunder shall be extinguished.**

###  

### Dividends.  Ifon any date while Deferred Stock Units are outstanding hereunder the Companyshall pay any dividend on the Shares (other than a dividend payable in Shares),the number of Deferred Stock Units granted to the Participant shall, as of suchdividend payment date, be increased by a number of Deferred Stock Units equalto: (a) the product of (x) the number of Deferred Stock Units held by theParticipant as of the related dividend record date, multiplied by (y) the perShare amount of any cash dividend (or, in the case of any dividend payable inwhole or in part other than in cash, the per Share value of such dividend, asdetermined in good faith by the Board), divided by (b) the Fair Market Value ofa Share on the payment date of such dividend. In the case of any dividend declared on Shares that is payable in theform of Shares, the number of Deferred Stock Units granted to the Participantshall be increased by a number equal to the product of (I) the aggregate numberof Deferred Stock Units that have been held by the Participant through therelated dividend record date, multiplied by (II) the number of Shares(including any fraction thereof) payable as a dividend on a Share.  Shares shall be transferred with respect toall additional Deferred Stock Units granted pursuant to this Section 4 at thesame time as Shares are transferred with respect to the Deferred Stock Units towhich such additional Deferred Stock Units were attributable.

 

Adjustments Upon Certain Events. In the event of any change in the outstanding Shares by reason of anystock split, reorganization, recapitalization, merger, consolidation,amalgamation, spin-off or combination transaction or exchange of Shares orother corporate exchange, or any distribution to shareholders of Shares (otherthan any dividends covered by Section 4 above) or any transaction similar tothe foregoing

 

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(collectively, an “Adjustment Event”), the Board may, in its solediscretion and without liability to any person, adjust any Shares or DeferredStock Units subject to this Agreement to reflect such Adjustment Event;provided that such adjustment shall be consistent with the requirements ofSection 409A of the Code and any applicable guidance thereunder.

###  

### No Right to Continued Service as a Director.  Neither the Plan nor this Agreement shall beconstrued as giving the Participant the right to continue to serve as adirector of the Company.  Further, theCompany may at any time cease to nominate the Participant for reelection to theBoard, free from any liability or any claim under the Plan or this Agreement,except as otherwise expressly provided herein.

###  

### No Acquired Rights. In participating in the Plan, the Participant acknowledges and acceptsthat the Board has the power to amend or terminate the Plan at any time andthat the opportunity given to the Participant to participate in the Plan isentirely at the discretion of the Board and does not obligate the Company orany of its Affiliates to offer such participation in the future (whether on thesame or different terms).

###  

### No Funding; NoRights of a Shareholder.  All DeferredStock Units granted pursuant to this Agreement shall continue for all purposesto be a part of the general assets of the Company.  The Participant’s interest in the DeferredStock Units shall make the Participant only a general, unsecured creditor ofthe Company.  The Participant shall nothave any rights as a shareholder of the Company until the Shares in questionhave been registered in the Company’s register of shareholders.

###  

### Legend on Certificates.  Any Shares issued or transferred to theParticipant pursuant to Section 3 of this Agreement shall be subject to suchstop transfer orders and other restrictions as the Board may deem advisable underthe Plan or the rules, regulations, and other requirements of the Securitiesand Exchange Commission, any stock exchange upon which such Shares are listed,and any applicable Federal or state laws or relevant securities laws of thejurisdiction of the domicile of the Participant, and the Committee may cause alegend or legends to be put on any certificates representing such Shares tomake appropriate reference to such restrictions.

###  

### Transferability. Deferred Stock Units may not be assigned, alienated, pledged, attached,sold or otherwise transferred or encumbered by the Participant otherwise thanby will or by the laws of descent and distribution, and any purportedassignment, alienation, pledge, attachment, sale, transfer or encumbrance notpermitted by this Section 10 shall be void and unenforceable against theCompany or any Affiliate.

###  

### Governing Law.  This Agreement shall be construedand interpreted in accordance with the laws of New York without regard toprinciples of conflicts of law thereof, or principals of conflicts of laws ofany other jurisdiction which could cause the application of the laws of anyjurisdiction other than the state of New York.

 

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### Headings.  Theheadings of the Sections hereof are provided for convenience only and are notto serve as a basis for interpretation or construction, and shall notconstitute a part, of this Agreement.

###  

### Section 409A. Notwithstanding anything in this Agreement to the contrary, any paymentshereunder that would be subject to an additional or accelerated income taxunder Section 409A of the Code shall be deferred until the earliest date thatsuch payments may be made without the imposition of such tax.

###  

### Successors.  Theterms of this Agreement shall be binding upon and inure to the benefit of theCompany and its successors and assigns, and of the Participant and thebeneficiaries, executors, administrators, heirs and successors of theParticipant.

###  

### Notices.  Anynotice hereunder to any party shall be effective upon receipt (or refusal ofreceipt) and shall be in writing and delivered personally or sent by telecopy,or certified or registered mail, postage prepaid, as follows:

 

Ifto the Company:

 

Interline Brands, Inc. 801 West Bay StreetJacksonville, FL 32204Attention:  General Counsel

 

If to the Participant, to the address set forth on thesignature page hereto or at any other address as any party shall have specifiedby notice in writing to the other party.

###  

### Severability. The invalidity or unenforceability of any provision of this Agreementshall not affect the validity or enforceability of any other provision of thisAgreement, and each other provision of this Agreement shall be severable andenforceable to the extent permitted by law.

 

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### Signature in 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.

 

**IN WITNESS WHEREOF**, the partieshereto have executed this Agreement as of the day first written above.

 
|   | INTERLINE  BRANDS, INC. |
|--------|-------------------------|
|   |                    |   |
|   |                    |   |
|   | By:                     |   |   |
|   |                    | Name: | Michael J. Grebe |
|   |                    | Title: | Chief Executive  Officer |
|   |                    |   |
|   |                    |   |
|   | By:                     |   |   |
|   |                    | Participant |
|   |                    |   |
|   |                    |   |
|   | Address:                |   |   |
|   |                    |   |
|   |                    |   |
|        |                         |  |  |  |  |  |

 

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**SCHEDULE 1**

 
| **Grant Date** | ** ** | **Dollar Amount Elected** | ** **         | **Number of Deferred Stock   Units Granted Based on   Grant Date Fair Market   Value** | ** ** |
|---------------------|------------|-------------------------------------|--------------------|----------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| June 30, 2006       |       | $                                   |     |                                                                                                                                               |       |   |
| September 30,  2006 |       | $                                   |          |                                                                                                                                               |       |   |
| December 31,  2006  |       | $                                   |          |                                                                                                                                               |       |   |

** **

**Note:  This Schedule 1 will be updated by theCompany promptly following each of the above-described Grant Dates.**

 

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