Exhibit 10.46


 


AMENDMENT TO EMPLOYMENT AGREEMENT


 


This
AMENDMENT (this “Amendment”) to
the Employment Agreement (the “Employment Agreement”), dated as of October 30,
2006, between Interline Brands, Inc., a New Jersey corporation (the “Company”),
and Lucretia Doblado (“Executive”), as heretofore amended, is dated as of December 31,
2008.


 


WHEREAS,
the Company and Executive wish to amend the Employment Agreement as provided
herein to reflect certain changes required to comply with Section 409A of
the Internal Revenue Code of 1986, as amended (the “Code”).


 


NOW,
THEREFORE, in consideration of the mutual agreements and understandings set
forth herein, the parties hereby agree as follows:


 


1.
Defined Terms. Except as defined herein, capitalized terms used herein shall
have the meanings ascribed to such terms in the Employment Agreement.


 


2.
Amendment to Section 4 of the Employment Agreement. Section 4
of the Employment Agreement is hereby amended by adding the following language
at the end thereof to read as follows:


 


“Payments
of annual bonus that arc earned, if any, shall be made as soon as practicable
following the determination by the Company that such amount have been earned,
but in any event on or prior to March 15 of the year following the year
such bonus is earned.”


 


3.
Amendment to Section 6 of the Employment Agreement. Section 6
of the Employment Agreement is hereby amended by adding the following language
at the end thereof to read as follows:


 


“To
the extent that any reimbursements pursuant to this Agreement are taxable to
Executive, any such reimbursement payment due to Executive shall be paid to
Executive as promptly as practicable, and in all events on or before the last
day of Executive’s (taxable year following the taxable year in which the
related expense was incurred. Any such reimbursements are not subject to
liquidation or exchange for another benefit and the amount of such benefits and
reimbursements that Executive receives in one taxable year shall not affect the
amount or such benefits or reimbursements that Executive receives in any other
taxable year.”


 


4.
Amendment to Section 7 of the Employment Agreement. Sections 7(c) of
the Employment Agreement are each hereby amended to provide that any payments
of a Pro Rata Bonus shall be payable at such time as bonuses for the relevant
year would have otherwise been paid had Executive’s employment not terminated.


 


5. Further Amendment to Section 7 of the Employment Agreement.
Section 7(f) of the Employment Agreement is hereby amended by adding
the following at the end thereof to read as follows:


 

















 


“The
Executive shall execute and deliver the waiver and release described in this Section 7(f) to
the Company within 30 days following the date of Executive’s termination of
employment.”


 


6.
Amendment to Section 12 of the Employment Agreement. A new Section 12(k) of
the Employment Agreement is hereby added to read as follows:


 


“(k) Section 409A
..


 


(i)            For
purposes of this Agreement, “Section 409A” means Section 409A
of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations
promulgated thereunder (and such other Treasury or Internal Revenue Service
guidance) as in effect from time to time. The parties intend that any amounts
payable hereunder that could constitute “deferred compensation” within the
meaning of Section409A will comply with Section 409A, and this Agreement
shall be administered, interpreted and construed in a manner that does not
result in the imposition of additional taxes, penalties or interest under Section 409A.
In this regard, the provisions of this Section 12(k) shall only apply
if and to the extent, required to avoid the imputation or any tax, penalty or
interest pursuant to Section 409A. Notwithstanding the foregoing, the
Company does not guarantee any particular tax effect, and Executive shall be
solely responsible find liable for the satisfaction of all taxes, penalties and
ill1erestlhat may be imposed all or for the account of Executive in connection
with this Agreement (including any taxes, penalties and interest under Section 409A),
and neither the Company nor any affiliate shall have any obligation to
indemnify or otherwise hold Executive (or any beneficiary) harmless from any or
all of such taxes, penalties or interest. With respect to the time of payments
of any amounts under this Agreement that are “deferred compensation” subject to
Section 409A, references in this Agreement to “termination of employment”
(and substantially similar phrases) shall mean “separation from service” within
the meaning of Section 409A. For purposes of Section 409A, each of
the payments that may be made under this Agreement are designated as separate
payments.


 


(ii)           Notwithstanding
anything in this Agreement to the contrary, if Executive is a “specified
employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code
and is not “disabled” within the meaning of Section 409A(a)(2)(C) of
the Code. no payments under this Agreement that are “deferred compensation”
subject to Section 409A shall be made to Executive prior to the date that
is six months after the date of Executive’s “separation From service” as
defined in Section 409A) or, if earlier, Executive’s date of death,
following any applicable six month delay, all such delayed payments will be
paid in a single lump sum on the earliest date permitted under Section 409A
that is also a business day.


 


(iii)          In addition, for a period of
six months following the date of separation from service, to the extent that
the Company reasonably determines that any of the benefit plan coverages are
described in Section 7(c)(iii) are “deferred compensation” and may
not be exempt from U.S. federal income tax. Executive shall in advance pay to
the Company an amount equal to the stated taxable cost of such coverages for
six months (and at the end of such six-month period, Executive shall be
entitled to receive from the Company a reimbursement of the amounts paid by
Executive for such coverages), and any payments, benefits or reimbursements
paid or provided to Executive under Section 7(c)(iii) of this
Agreement shall be paid or provided as promptly as


 


2

















 


practicable, and in all
events not later than the last day of the third taxable year following the
taxable year in which the Executive’s separation from service occurs.


 


(iv)          For the avoidance of doubt,
it is intended that any indemnification payment or expense reimbursement made
hereunder shall be exempt From Section 409A. Notwithstanding the
foregoing, if any indemnification payment or expense reimbursement made
hereunder shall be determined to be “deferred compensation” within the meaning
of Section 409A, then (i) the amount of the indemnification payment
or expense reimbursement during one taxable year shall not affect the amount of
the indemnification payments or expense reimbursement during any other taxable
year, (ii) the indemnification payments or expense reimbursement shall be
made on or before the last day of the Executive’s taxable year following the
year in which the expense was incurred, and (iii) the right to
indemnification payments or expense reimbursement hereunder shall not be
subject to liquidation or exchange for another benefit.


 


7.             Continuing
Effect of Employment Agreement. Except as
expressly modified hereby, the provisions of the Employment Agreement arc and
shall remain in full force and effect.


 


8.             Governing
Law. This Amendment shall be governed
by, construed under. and interpreted in accordance with the laws or the Stale
of Florida applicable to agreements made and to be wholly perfol1llcd within
that State, without regard to its conflict of laws provisions or any conflict
of laws provisions of any other jurisdiction which would cause the application
of any law other than that of the State of Florida.


 


9.             Counterparts. This Amendment may be executed in two or more counterparts,
each of which shall be deemed an original. but all of which taken together
shall constitute one and the same instrument.


 


[Signature page follows]


 

















 


IN WITNESS
WHEREOF, the parties have executed and
delivered this Amendment on the date first written above.


 


 


	
   

  	
   

  	
  INTERLINE
  BRANDS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Michael J. Grebe

  
	
   

  	
   

  	
  By:
  Michael J. Grebe

  
	
   

  	
   

  	
  Its:
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Lucretia Doblado

  
	
   

  	
   

  	
  Lucretia Doblado

  



 


 


[Signature page to
amendment to
  Employment Agreement between the Company
and Lucretia Doblado]