Exhibit 10.44


 


EMPLOYMENT AGREEMENT


 


THIS
IS AN EMPLOYMENT AGREEMENT (the “Agreement”), dated as of October 30, 2006, by and between Interline Brands, Inc.,
a New Jersey corporation (the “Company”) and Lucretia
Doblado (the “Executive”).


 


WHEREAS,
the Executive desires to be employed by INTERLINE;


 


WHEREAS,
the Company considers it essential to its best interests and the best interests
of its stockholders to provide for the employment of the Executive by the
Company;


 


WHEREAS,
the Company conducts its business throughout the United States (the “Business
Territory”);


 


WHEREAS,
the Company’s principal headquarters are located in Florida, and Executive
will, as a part of his duties hereunder, report to management at the Company’s
headquarters and may, from time to time, travel to the Company’s headquarters
in the performance of his duties hereunder; and


 


WHEREAS,
the Executive is willing to accept and continue his employment on the terms
hereinafter set forth in this Agreement;


 


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


 


1.               Term of Employment. The Executive’s
term of employment with the Company under this Agreement shall begin and his
employment under the Prior Agreement shall end on the Effective Date, and
unless sooner terminated as hereafter provided, shall continue for one year
(the “Employment Term”); provided that the Employment Term shall
automatically be extended for successive one-year periods unless either party
gives written notice of such party’ s intention not to extend the Employment
Term not less than 60 days prior to the expiration of the then current
Employment Term.


 


The
termination of the Executive’s employment at the end of the Employment Term or
any successive one year period thereafter on account of the Company giving
notice to the Executive of its desire not to extend the Employment Term in
accordance with the provisions of this Section 1 shall be treated for all
purposes as a termination without Cause pursuant to Section 7(c), and the
provisions of Section 7(c) shall apply to such termination. The
termination of the Executive’s employment at the end of the Employment Term or
any successive one year period thereafter on account of the Executive giving
notice to the Company or his desire not to extend the Employment Term in
accordance with the provisions of this Section 1 shall be treated for all
purposes as a voluntary termination pursuant to Section 7(d), and the
provisions of Section 7(d) shall apply to such termination.


 


2.               Position.


 


(a)           The
Executive shall serve as Chief Information Officer
of the Company. In such position, the Executive shall have such duties and
authority as arc customarily associated with such position and agrees to
perform such duties and functions as shall from time to time be assigned or
delegated to him by the Chief Executive Officer of the Company or his designee.


 

















 


(b)           During
the Employment Term, the Executive will devote substantially all of his
business time and best efforts to the performance of his duties hereunder and
will not engage in any other business, profession or occupation for
compensation or otherwise which would conflict with the rendition of such services,
either directly or indirectly, without the prior written consent of the
President and Chief Executive Officer of the Company or the Board of Directors
(the “Board”) of the Company or a committee thereof.


 


3.             Base
Salary. During the Employment Term, the
Company shall pay the Executive an annual base salary (the “Base Salary”)
at the annual rate of $240,000
payable in regular installments in accordance with the Company’ s usual payroll
practices. The Base Salary may, in the Company’s discretion, be upwardly
adjusted.


 


4.             Bonus. With respect to each calendar year during the Employment
Term, the Executive shall be eligible to earn an annual bonus award of up to 40% percent of the base Salary (the “Bonus”), based
upon and subject to the terms of any bonus plan established by the President,
the Board or a committee thereof from time to time.


 


5.             Employee
Benefits and Perquisites. During
the Employment Term, the Executive shall be eligible to participate in the
Company’s employee benefit plans (including, without limitation, its health
insurance and short term and long term disability insurance plans) on the same  basis
as those benefits are generally made available to other executives of the
Company. Executive shall also be entitled to an automobile allowance of $600 per month. All of the benefits and perquisites
described in this Section 5 shall hereafter be referred to collectively as
the “Benefits”.


 


6.             Business
Expenses. During the Employment Term,
reasonable business expenses incurred by Executive in the performance of his
duties hereunder shall be reimbursed by the Company in accordance with the
Company’s policies on expense reimbursement, in effect from time to lime.


 


7.             Termination.
Notwithstanding any other provision of this Agreement:


 


(a)           For Cause by the Company.  The Employment Term and the Executive’s
employment 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 continued failure to substantially perform, his
duties hereunder (other than as a result of total or partial incapacity due to
physical or mental illness); (ii) a willful act by the Executive against
the interests of the Company or its affiliates or which causes or is intended
to cause harm to the Company or its affiliates or their stockholders; (iii) the
Executive’ s conviction, or plea of no contest or guilty, to a felony under the
laws of the United States or any state thereof or of a lesser offense involving
dishonesty, the then of Company property or moral turpitude; or (iv) a
material breach of the Agreement by the Executive which is not cured by the
Executive within 20 days (where the breach is curable) following written notice
to the Executive by the Company of the nature of the breach. Upon termination
of the Executive’s employment for Cause pursuant to this Section 7(a), the
Executive shall be paid any accrued and unpaid Base Salary and Benefits through
the date of termination and shall have no additional rights to any compensation
or any other benefits under the Agreement or otherwise.


 


(b)           Disability
or Death. 
The Employment Term and the Executive’s employment hereunder shall
terminate upon his death or if the Executive is unable for an aggregate of six (6) months
in any twelve (12) consecutive month period to perform his duties due to the
Executive’s physical or mental incapacity, as reasonably determined by the
Board or a committee thereof (such incapacity is hereinafter referred to as “Disability”).
Upon termination of the Executive’s employment hereunder for either Disability
or death, the Executive or his estate (as the case may be) shall be entitled to
receive (i) any accrued and unpaid Base Salary and Benefits and (ii) a
bonus for the calendar year in which termination occurs. equal to the bonus
which the Executive would have been entitled to ifhe had remained employed by
the Company at the end of such calendar year, multiplied by a fraction, the
numerator of which is the number of days in such calendar


 

















 


year that have elapsed preceding the date of death or
termination of employment and the denominator of which is 365 (a “Pro Rata
Bonus”), provided such Pro Rata Bonus shall not be payable until such time as
the Executive would have received the bonus had his employment not terminated.
Upon termination of the Executive’s employment due to Disability or death
pursuant to this Section 7(b), the Executive shall have no additional
rights to any compensation or any other benefits under this Agreement. All
other benefits, if any, due the Executive following his termination for
Disability or death shall be determined in accordance with the plans, policies
and practices of the Company.


 


(c)           Without
Cause by the Company. The
Employment Term and the Executive’s employment hereunder may be terminated by
the Company without ·’Cause.” If the Executive’s employment is terminated by
the Company without “Cause” (other than by reason of Disability or death), the
Executive shall be entitled to receive (i) any accrued and unpaid Base
Salary and Benefits, (ii) continuation of the Executive’ s Base Salary for
a period of 12 months from the date of termination (the “Severance Payment”),
(iii) continuation of the Executive’s health and dental benefits on the
same basis as those benefits are generally made available to other executives
of the Company to the extent permitted under the applicable health or dental
plan, and (iv) a Pro Rata Bonus payable 90 days following the calendar
year in which the termination occurs. Upon termination of Executive’s
employment by the Company without Cause pursuant to this Section 8(c),
Executive shall have no additional rights to any compensation or any other
benefits under this Agreement. All other benefits, if any, due Executive
following Executive’ S termination of employment by 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 Company 30 days’ advance written notice in the
event the Executive voluntarily terminates his employment; provided that the
Company may, in its sole discretion, terminate the Executive’ s employment
prior to the expiration of the 30-day notice period. In such event and upon the
expiration of such 30-day period (or such shorter time as the Company may
determine), the Executive’s employment under this Agreement shall immediately
and automatically terminate, and the Executive’s rights hereunder shall be
limited to receiving any Base Salary earned and unpaid as of the Executive’s
termination date.


 


(e)           Termination
for Good Reason. The
Executive may terminate his employment hereunder for “Good Reason” at any time
during the Employment Tenn. For purposes of the Agreement, “Good Reason” shall
mean (i) a material breach of the terms of this Agreement by the Company, (ii) the
Company requiring the Executive to move his primary place of employment more
than thirty-five (35) miles from the then current place of employment, if such
move materially increases his commute, or (iii) a material diminution of
the Executive’ s responsibilities, provided that any of the foregoing is not
cured by the Company within twenty (20) days following receipt of written
notice by the Executive to the Company of the specific nature or the breach. No
termination for Good Reason shall be permitted unless the Company shall have
first received written notice from the Executive describing the basis of such
termination for Good Reason. A termination of the Executive’s employment for
Good Reason pursuant to this Section 7(e) shall be treated for
purposes of this Agreement as a termination by the Company without Cause and
the provisions of Section 7(c) relating to the payment of
compensation and benefits shall apply.


 


(f)            Benefits/Release. In addition to any amounts which may be payable following a
termination of employment pursuant to paragraphs (b)-(e) of this Section 7,
the Executive or his beneficiaries shall be entitled to receive any benefits
that may be provided for under the terms of an employee benefit plan in which
the Executive is participating at the time of termination. Notwithstanding any
other provision of this Agreement to the contrary, the Executive acknowledges
and agrees that any and all payments. other than the payment of any accrued and
unpaid Base Salary and Benefits, to which the Executive is entitled under this Section 7
arc conditioned upon and subject to the Executive’s execution of a general
waiver and release, in such form as may be prepared by the Company’ s
attorneys. of all claims and issues arising under the Employment Agreement or
Executive ‘s employment with the Company, except for such matters covered by


 

















 


provisions of this Agreement which expressly survive the
termination of this Agreement.


 


(g)           Except
as provided in this Section 7, the Company shall have no further
obligation or liability under this Agreement following a termination of
employment by the Executive.


 


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


 


8.             Non-Competition.


 


(a)           The
Executive acknowledges and recognizes the highly competitive nature of the
businesses of the Company and its affiliates, the valuable confidential
business information in such Executive’s possession and the customer goodwill
associated with the ongoing business practice of the Company and its
affiliates, and accordingly agrees as follows:


 


(i)            During
the Employment Term and, for a period ending on the expiration of two years
following the termination of the Executive’s employment (the “Restricted
Period”). the Executive will not, directly or indirectly, anywhere within
the Business Territory (1) engage in any business for the Executive’s own
account that competes with the business of the Company or any of its affiliates
that are engaged in a business similar to the business of the Company (the “Company
Affiliates”), (2) enter the employ of, or render any services 10, any
person engaged in any business that competes with the business of the Company
or the Company Affiliates, (3) acquire a financial interest in, or
otherwise become actively involved with, any person engaged in any business
[hat competes with the business of the Company or the Company Affiliates,
directly or indirectly, as an individual, partner, shareholder, officer,
director, principal. agent, trustee or consultant, or (4) interfere with
business relationships (whether formed before or after the date of this
Agreement) between the Company or the Company Affiliates and customers or
suppliers of the Company or the Company Affiliates.


 


(ii)           Notwithstanding
anything to the contrary in this Agreement. the Executive may directly or
indirectly own, solely as a passive investment, securities of any person
engaged in the business of the Company or the Company Affiliates which are
publicly traded on a national or regional stock exchange or on the
over-the-counter market if the Executive (I) is not a controlling person
of, or a member of a group which controls, such person and (2) does not,
directly or indirectly, own one percent (1%) or more of any class of securities
of such person.


 

















 


(iii)          During the Restricted
Period, and for an additional one year after the end of the Restricted Period,
the Executive will not, directly or indirectly, (1) without the written
consent of the Company, solicit or encourage any employee of the Company or the
Company Affiliates to leave the employment of the Company or the Company
Affiliates, or (2) without the written consent of the Company (which shall
not be unreasonably withheld), hire any such employee who has left the
employment of the Company or the Company Affiliates (other than as a result of
the termination of such employment by the Company or the Company Affiliates)
within one year after the termination of such employee’s employment with the
Company or the Company Affiliates.


 


(iv)          During
the Restricted Period, the Executive will not, directly or indirectly. solicit
or encourage to cease to work with the Company or the Company Affiliates any
consultant then under contract with the Company or the Company Affiliates.


 


(b)           It
is expressly understood and agreed that although the Executive and the Company
consider the restrictions contained in this Section 8 to be reasonable, if
a final judicial determination is made by a court of competent jurisdiction
that the time or territory or any other restriction contained in this Agreement
is an unenforceable restriction against the Executive, the provisions of this
Agreement shall not be rendered void but shall be deemed amended to apply as to
such maximum time and territory and to such maximum extent as such court may
judicially determine or indicate to be enforceable. Alternatively, if any court
of competent jurisdiction finds that any restriction contained in this
Agreement is unenforceable, and such restriction cannot be amended so as to
make it enforceable, such finding shall not affect the enforceability of any of
the other restrictions contained herein.


 


9.             Confidentiality. The Executive will not at any time (whether during or after
his employment with the Company) disclose or use for his own benefit or
purposes or the benefit or purposes of any other person, firm, partnership, joint
venture, association, corporation or other business organization, entity or
enterprise other than the Company and any Company Affiliate, 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, financing
methods, plans, or the business and affairs of the Company generally, or of any
subsidiary or affiliate of the Company, provided that the foregoing
shall not apply to information which is generally known to the industry or the
public other than as a result of the Executive’s breach of this covenant. The
Executive agrees that upon termination of his employment with the Company for
any reason, he will return to the Company immediately all memoranda books,
papers, plans, information, letters and other data, and all copies thereof or
therefrom, in any way relating to the business of the Company and its
affiliates, except that he may retain personal notes, notebooks and diaries.
The Executive further agrees that he will not retain or use for his account at
any time any trade names, trademark or other proprietary business designation
used or owned in connection with the business of the Company or any Company
Affiliate.


 


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


 


11.           Independence, Severability
and Non-Exclusivity. Each of the rights and remedies set forth in this
Agreement shall be independent of the others and shall be severally enforceable
and all of such rights and remedies shall be in addition to and not in lieu of
any other rights and remedies available to the Company 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, is
hereafter construed to be invalid or unenforceable, the same shall not affect
the remainder of the covenant or covenants, or rights or remedies, 


 

















 


which shall be given full
effect without regard to the invalid portions.


 


12.           Miscellaneous.


 


(a)           Governing
Law and Exclusive Jurisdiction. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Florida without regard to its conflicts of law doctrine. The parties
agree that any disputes between them may be heard only in the state or federal
courts in the State of Florida, and the parties hereby consent to venue and
jurisdiction in those courts.


 


(b)           Entire
Agreement/Amendments. This Agreement contains the entire understanding of the
parties with respect to the employment of the Executive by the Company. There
are no restrictions, agreements, promises, warranties, covenants or
undertakings between the parties with respect to the subject mailer herein
other than those expressly set forth herein. This Agreement may not be altered,
modified, or amended except by written instrument signed by the parties hereto.


 


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


 


(d)           Severability. In the event that anyone or more of the provisions of this
Agreement shall be or become invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions of this
Agreement shall not be affected thereby.


 


(e)           Assignment. This Agreement shall not be assignable by the Executive.
This Agreement may be assigned by the Company to a company which is a successor
in interest to substantially all of the business operations of the Company or
to the financial institution(s) providing the Company’s senior credit
facility. Such assignment shall become effective when the Company notifies the
Executive of such assignment or at such later date as may be specified in such
notice. Upon such assignment, the rights and obligations of the Company
hereunder shall become the rights and obligations of such successor company,
provided that any assignee expressly assumes the obligations, rights and
privileges of this Agreement.


 


(f)            No
Mitigation. The Executive shall not be
required to mitigate the amount of any payment provided for pursuant to this
Agreement by seeking other employment and, to the extent that the Executive
obtains or undertakes other employment, the payment will not be reduced by the
earnings of the Executive from the other employment.


 


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


 


(h)           Notice.  For the purpose of
this Agreement, notices and all other communications provided for in the
Agreement shall be in writing and shall be deemed to have been duly given when
delivered or mailed by United States registered mail, return receipt requested,
postage prepaid, addressed, in the case or the Executive, to the Executive’s
address on file with the Company; all notices to the Company shall be directed
to the attention or the Chief Executive Officer. Either party may furnish an
alternative notice address to the other in writing in accordance herewith,
except that notice of change of address shall be effective only upon receipt.


 


(i)            Withholding Taxes. The Company
may withhold from any amounts payable under this Agreement such Federal, state
and local taxes as may be required 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 signatures thereto and hereto were upon the same instrument.


 

















 


IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.


 


 


	
   

  	
   

  	
  /s/
  Lucretia Doblado

  
	
   

  	
   

  	
  Name:

  	
  Lucretia
  Doblado

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INTERLINE
  BRANDS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  Michael Grebe

  
	
   

  	
   

  	
   

  	
  Michael
  Grebe President & Chief Executive Officer