Exhibit 10.45


 


 Amendment to Employment Agreement


 


This
Amendment is made this March 23, 2007 (the “Amendment Date”), by and
between Interline Brands, Inc., a New Jersey Corporation (“Company”),
whose address is 801 West Bay Street, Jacksonville, Florida 32204 and Lucretia
Doblado (“Executive”).


 


WHEREAS, the Executive is currently
an employee of the Company; and


 


WHEREAS, the Company and the
Executive desire to amend and restate the employment agreement entered into by,
and between the parties, dated as of October 30, 2006, (“Agreement”); and


 


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


 


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


 


NOW, THEREFORE, in consideration of the
premises contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and
Executive agree as follows:


 


1.             Section 8(a) of
the Agreement is hereby deleted in its entirety and shall be replaced with the
following provisions and incorporated into the Agreement as the new and substituted
Section 8(a):


 


“(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 accordingly
agrees as follows:


 


(i)              During
the Employment Term and, for a period ending on the expiration of one year
following the termination of the Executive’s employment (the “Restricted
Period”), the Executive will not directly or indirectly, (i) engage in
any business for the Executive’s own account that competes with the business of
the Company, (ii) enter the employ of, or render any services to, any
person engaged in any business that competes with the business of the Company, (iii) acquire
a financial interest in, or otherwise become actively involved with, any person
engaged 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 with
business relationships (whether formed before or 


 

















 


after the date of this Agreement) between the Company
or any of its affiliates that are engaged in a business similar to the business
of the Company (the “Company Affiliates”) and customers or suppliers of tile
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 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 or a group which controls, such person
and (ii) does nol. directly or indirectly, own one percent (1%) or more of
any class of securities or 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.”


 


2.             Except
as modified or amended herein, the Agreement remains in full force and effect.
Nothing contained herein invalidates or shall impair or release any covenant,
condition or stipulation in the Agreement, and the same, except as herein
modified and amended, shall continue in full force and effect.


 


3.             This
Amendment may be executed in one or more counterparts, each of which shall
constitute an original and all of which taken together shall constitute one
Agreement. The parties specifically agree that facsimile signatures are
acceptable and permitted and shall be considered original and authentic. Each
party executing this Amendment represents that such party has the full
authority and legal power to do so.


 

















 


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


 


 


	
   

  	
   

  	
  INTERLI
  NE BRANDS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Michael Grebe

  
	
   

  	
   

  	
   

  	
  Name:
  Michael Grebe

  
	
   

  	
   

  	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Lucretia Doblado

  
	
   

  	
   

  	
  Name:
  Lucretia Doblado

  
	
   

  	
   

  	
  Title: Chief Information Officer