Exhibit
10.42


INTERLINE BRANDS, INC.

CHANGE IN CONTROL SEVERANCE AGREEMENT


THIS AGREEMENT is entered
into as of the [     ] day of [     ],
2007 (the “Effective Date”) by and between INTERLINE BRANDS, INC., a Delaware
corporation (the “Company”), and                          (“Executive”).


W I T N E S S E T H


WHEREAS, the Company
considers the establishment and maintenance of a sound and vital management to
be essential to protecting and enhancing the best interests of the Company and
its stockholders; and


WHEREAS, the Company
recognizes that, as is the case with many publicly held corporations, the
possibility of a change in control may arise and that such possibility may
result in the departure or distraction of management personnel to the detriment
of the Company and its stockholders; and


WHEREAS, the Compensation
Committee of the “Board” (as defined in Section 1) has determined that it is in
the best interests of the Company and its stockholders to secure Executive’s
continued services and to ensure Executive’s continued and undivided dedication
to Executive’s duties in the event of any threat or occurrence of a “Change in
Control” (as defined in Section 1) of the Company; and


WHEREAS, the Compensation
Committee, at a meeting held on [                   ],
2007, has authorized the Company to enter into this Agreement.


NOW, THEREFORE, for and
in consideration of the mutual covenants and agreements herein contained, the
Company and Executive hereby agree as follows:


1.                                       Definitions.  As used in this Agreement, the following
terms shall have the respective meanings set forth below:


(a)                                  “Affiliate”
means, with respect to a specified person, a person that, directly or
indirectly through one or more intermediaries, controls, is controlled by, or
is under common control with, the person specified.


(b)                                 “Board”
means the Board of Directors of the Company.


(c)                                  “Bonus
Amount” means (i) the average of the annual bonus earned by Executive from the
Company (or its Affiliates) in respect of the last three (3) completed fiscal
years of the Company or such lesser number of fiscal years for which Executive
was employed by the Company and eligible to earn an annual bonus from the
Company immediately preceding Executive’s Date of Termination (annualized in
the













event Executive was not employed by the
Company (or its Affiliates) for the whole of any such fiscal year), or (ii) if
the Date of Termination occurs before Executive has been employed for a full
fiscal year, and before the date Company pays Executive Executive’s annual bonus
for the fiscal year in which Executive’s employment commenced, Executive’s
target annual bonus for the fiscal year of the Company which includes Executive’s
Date of Termination.


(d)                                 “Cause”
means (i) Executive’s conviction of, or pleading nolo contendere to, a felony,
(ii) Executive’s gross neglect of Executive’s duties to the Company, (iii)
Executive’s willful misconduct in connection with the performance of Executive’s
duties to the Company, which results in material and demonstrable damage to the
Company or (iv) Executive’s failure to follow the lawful directions of the
Board, consistent with Executive’s position with the Company; provided, however
that Executive shall not be deemed to have been terminated for Cause unless (A)
written notice has been delivered to Executive setting forth the reasons for
the Company’s intention to terminate Executive for Cause and (B) a period of 14
days has elapsed since delivery of such notice and, in the case of clauses (ii)
and (iv) above, Executive has failed to cure the circumstances claimed to
constitute Cause within such 14-day period. 
For purpose of the preceding sentence, no act or failure to act by
Executive shall be considered “willful” unless done or omitted to be done by
Executive in bad faith and without reasonable belief that Executive’s action or
omission was in the best interests of the Company.  Any act, or failure to act, based upon
authority given pursuant to a resolution duly adopted by the Board, based upon
the advice of counsel for the Company (or upon the instructions of any other
officer of the Company senior to Executive) shall be conclusively presumed to
be done, or omitted to be done, by Executive in good faith and in the best
interests of the Company.  Cause shall
not exist unless and until the Company has delivered to Executive a copy of a
resolution duly adopted by three-quarters (3/4) of the entire Board
(excluding Executive if Executive is a Board member) at a meeting of the Board
called and held for such purpose (after reasonable notice to Executive and an
opportunity for Executive, together with counsel, to be heard before the
Board), finding that in the good faith opinion of the Board an event set forth
in clauses (i), (ii), (iii), or (iv) has occurred and specifying the
particulars thereof in detail.  The
Company must notify Executive of any event constituting Cause within ninety
(90) days following knowledge of any member of the Board other than Executive
(if applicable) of its existence or such event shall not constitute Cause under
this Agreement.


(e)                                  “Change
in Control” means any of the following: 
(i) any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) (other than a Subsidiary or any employee benefit plan (or any related
trust) of the Company), (a “Person”) becomes after the date hereof the
beneficial owner of 50% or more of either the then outstanding Stock or the
combined voting power of the then outstanding voting securities of the Company
entitled to vote in the election of directors; (ii) during any 24-month period
individuals who, as of the Effective Date, constitute the Board (the “Incumbent
Directors”) cease for any reason to constitute at least a majority of the
Board; provided that any individual who becomes a director after the Effective
Date whose election, or nomination for election by the Company’s shareholders,
was approved by a



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vote or written consent of at least a
majority of the directors then comprising the Incumbent Directors shall be
considered as though such individual were an Incumbent Director, but excluding,
for this purpose, any such individual whose initial assumption of office is in
connection with an actual or threatened election contest relating to the election
of the directors of the Company (as such terms are used in Rule 14a-11 under
the Exchange Act); (iii) the consummation of a merger, reorganization or
consolidation with respect to which the individuals and entities who were the
respective beneficial owners of the Stock and voting securities of the Company
immediately before such merger, reorganization or consolidation do not, after
such merger, reorganization or consolidation, beneficially own, in
substantially the same proportion as their ownership, immediately before such
merger, reorganization or consolidation, directly or indirectly, more than 50%
of, respectively, the then outstanding common shares and the combined voting
power of the then outstanding voting securities entitled to vote in the election
of directors; or (iv) the approval by shareholders of the Company of (A) the
sale or other disposition of all or substantially all of the assets of the
Company (other than to a Subsidiary of the Company), or (B) the liquidation or
dissolution of the Company.


Notwithstanding
the foregoing, a Change in Control of the Company shall not be deemed to occur
solely because any Person acquires beneficial ownership of more than 50% of the
then outstanding Stock as a result of the acquisition of the Stock by the Company
which reduces the number of shares of Stock outstanding; provided, that
if after such acquisition by the Company such person becomes the beneficial
owner of additional Stock that increases the percentage of outstanding Stock
beneficially owned by such person, a Change in Control of the Company shall
then occur.


(f)                                    “Code”
means the Internal Revenue Code of 1986, as amended, and regulations and
rulings thereunder.  References to a
particular section of the Code shall include references to successor provisions.


(g)                                 “Date
of Termination” means (1) the effective date on which Executive’s employment by
the Company terminates as specified in a prior written notice by the Company or
Executive, as the case may be, to the other, delivered pursuant to
Section 13 or (2) if Executive’s employment by the Company terminates by
reason of death, the date of death of Executive.


(h)                                 “Disability”
means termination of Executive’s employment by the Company due to Executive’s
absence from Executive’s duties with the Company on a full-time basis for
at least one hundred eighty (180) consecutive days as a result of Executive’s
incapacity due to physical or mental illness.


(i)                                     “Exchange
Act” means the Securities Exchange Act of 1934, as amended.  References to a particular section of, or
rule under, the Exchange Act shall include references to successor provisions.


(j)                                     “Good
Reason” means, without Executive’s express written consent, the occurrence of
any of the following events after a Change in Control:



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(i)                                     any (A) change in
the duties or responsibilities (including reporting responsibilities) of
Executive that is inconsistent in any material and adverse respect with
Executive’s position(s), duties or responsibilities with the Company
immediately prior to such Change in Control (including any material and adverse
diminution of such duties or responsibilities); provided, however,
that Good Reason shall not be deemed to occur upon a change in duties or
responsibilities (other than reporting responsibilities) that is solely and directly
a result of the Company no longer being a publicly traded entity and does not
involve any other event set forth in this paragraph (j) or (B) material and
adverse change in Executive’s titles or offices (including, if applicable,
membership on the Board) with the Company as in effect immediately prior to
such Change in Control;


(ii)                                  a material breach of
an employment agreement to which Executive and the Company are parties;


(iii)                               a reduction by the
Company in Executive’s rate of annual base salary or target annual bonus
opportunity as in effect immediately prior to such Change in Control or as the
same may be increased from time to time thereafter;


(iv)                              any requirement of the
Company that Executive (A) be based anywhere more than thirty-five (35) miles
from the office where Executive is located at the time of the Change in
Control, if such relocation increases Executive’s commute by more than twenty
(20) miles, or (B) travel on Company business to an extent substantially
greater than the travel obligations of Executive immediately prior to such
Change in Control;


(v)                                 a reduction by the
Company of more than 5% in Executive’s aggregate benefits under employee
benefit plans, welfare benefit plans and fringe benefit plans in which
Executive is participating immediately prior to such Change in Control, unless
Executive is permitted to participate in other plans providing Executive with
substantially equivalent benefits in the aggregate (at substantially equivalent
cost with respect to welfare benefit plans);


(vi)                              the failure of the
Company to provide Executive with paid vacation in accordance with the most
favorable vacation policies of the Company and its Affiliates as in effect for
Executive immediately prior to such Change in Control, including the crediting
of all service for which Executive had been credited under such vacation
policies prior to the Change in Control;


(vii)                           any refusal by the Company
to continue to permit Executive to engage in activities not directly related to
the business of the Company in which Executive was permitted to engage prior to
the Change in Control;



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(viii)                        any purported termination of
Executive’s employment which is not effectuated pursuant to Section 14 (and
which will not constitute a termination hereunder); or


(ix)                                the failure of the
Company to obtain the assumption and, if applicable, guarantee, agreement from
any successor (and parent corporation) as contemplated in Section 12(b).


An isolated,
insubstantial and inadvertent action taken in good faith and which is remedied by
the Company within ten (10) days after receipt of notice thereof given by
Executive shall not constitute Good Reason. 
Executive’s right to terminate employment for Good Reason shall not be
affected by Executive’s incapacity due to mental or physical illness and
Executive’s continued employment shall not constitute consent to, or a waiver
of rights with respect to, any event or condition constituting Good Reason; provided,
however, that Executive must provide notice of termination of employment
for Good Reason within ninety (90) days following Executive’s knowledge of an
event constituting Good Reason or such event shall not constitute a termination
for Good Reason under this Agreement.


(k)                                  “Qualifying
Termination” means a termination of Executive’s employment (i) by the Company
other than for Cause or (ii) by Executive for Good Reason.  Termination of Executive’s employment on
account of death or Disability shall not be treated as a Qualifying
Termination.


(l)                                     “Safe
Harbor Amount” means the greatest pre-tax amount of “Payments” (as defined in
Section 4(a)) that could be paid to Executive without causing Executive to
become liable for any “Excise Tax” (as defined in Section 4(a)) in connection
therewith.


(m)                               “SEC”
means the Securities and Exchange Commission.


(n)                                 “Stock”
means the Common Stock of the Company.


(o)                                 “Subsidiary”
means a corporation or other entity, whether incorporated or unincorporated, of
which at least a majority of its voting power or its voting equity securities
or equity interest is owned, directly or indirectly, by the Company.


(p)                                 “Termination
Period” means the period of time beginning with a Change in Control and ending
two (2) years following such Change in Control. 
Notwithstanding anything in this Agreement to the contrary, if
(i) Executive’s employment is terminated prior to a Change in Control for
reasons that would have constituted a Qualifying Termination if they had
occurred following a Change in Control and (ii) (A) such termination (or Good
Reason event) was at the request of a third party who had indicated an
intention or taken steps reasonably calculated to effect a Change in Control
and a Change in Control involving such third party (or a party competing with
such third party to effectuate a Change in Control) does occur, or (B) such
termination (or



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Good Reason event) otherwise occurs in
connection with a potential Change in Control and such Change in Control does
occur, then for purposes of this Agreement, the date immediately prior to the
date of such termination of employment or event constituting Good Reason shall
be treated as the date of a Change in Control. 
For purposes of determining the timing of payments and benefits to
Executive under Section 3, the date of the actual Change in Control shall be
treated as Executive’s Date of Termination under Section 1(g).


2.                                       Term
of Agreement.  This Agreement shall
be effective on the date hereof and shall continue in effect until and unless the
Company shall have given one (1) years’ written notice of cancellation; provided,
that, notwithstanding the delivery of any such notice, this Agreement
shall continue in effect for a period of two (2) years after a Change in
Control, if such Change in Control shall have occurred during the term of this
Agreement.  Notwithstanding anything in
this Section to the contrary, this Agreement shall terminate if Executive or
the Company terminates Executive’s employment prior to a Change in Control
except as provided in the second sentence of Section 1(o).


3.                                       Payments
Upon Termination of Employment.


(a)                                  Qualifying
Termination - Severance.  If during
the Termination Period the employment of Executive shall terminate pursuant to
a Qualifying Termination, then the Company shall provide to Executive, subject
to the proviso to the first sentence of Section 10:


(i)                                     within ten (10)
days following the Date of Termination, a lump-sum cash amount equal to
the sum of (A) Executive’s base salary through the Date of Termination and any
bonus amounts which have become payable, to the extent not theretofore paid or
deferred, (B) a pro rata portion of Executive’s annual bonus for the fiscal
year in which Executive’s Date of Termination occurs in an amount equal to (1)
Executive’s target annual bonus, multiplied by (2) a fraction, the numerator of
which is the number of days in the fiscal year in which the Date of Termination
occurs through the Date of Termination and the denominator of which is three
hundred sixty-five (365), and (C) any accrued vacation pay, in each case
to the extent not theretofore paid; plus


(ii)                                  within ten (10) days
following the Date of Termination, a lump-sum cash amount equal to
(i) one and one-half (1.5) times Executive’s highest annual rate of base
salary during the 12-month period immediately prior to Executive’s Date
of Termination plus (ii) one and one-half (1.5) times Executive’s Bonus
Amount, paid within ten (10) days following the Date of Termination; provided
that, if necessary to avoid tax penalties under Section 409A of the Code,
the payment shall be delayed, without interest, until the first day which is at
least six months following the Date of Termination.


(b)                                 Qualifying
Termination - Benefits.  If during
the Termination Period the employment of Executive shall terminate pursuant to
a Qualifying Termination, the Company shall, subject to the proviso to the
first sentence of



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Section 10, continue to provide, for a period
of eighteen (18) months following Executive’s Date of Termination, Executive
(and Executive’s dependents, if applicable) with the same level of medical and
dental benefits upon substantially the same terms and conditions (including
contributions required by Executive for such benefits) as existed immediately
prior to Executive’s Date of Termination (or, if more favorable to Executive,
as such benefits and terms and conditions existed immediately prior to the
Change in Control); provided, that, if Executive cannot continue
to participate in the Company plans providing such benefits, the Company shall
otherwise provide such benefits on the same after-tax basis as if continued
participation had been permitted. 
Notwithstanding the foregoing, in the event Executive becomes reemployed
with another employer and becomes eligible to receive medical and/or dental
benefits from such employer, the Company’s obligation to provide such medical
and/or dental benefits described herein shall cease.


(c)                                  Execution
of Release.  Any payments or benefits
that would otherwise be payable or provided to Executive under Sections
4(a)(i)(B), 4(a)(ii) and 4(b) shall not be payable or provided unless and until
the Company has received from Executive a signed release of employment-related
claims against the Company, its Subsidiaries and their respective employees,
officers and directors, in a form prepared by the Company and reasonably
acceptable to Executive.


(d)                                 Nonqualifying
Termination.  If during the
Termination Period the employment of Executive shall terminate other than by
reason of a Qualifying Termination, then the Company shall pay to Executive
within thirty (30) days following the Date of Termination, a lump-sum
cash amount equal to the sum of Executive’s base salary through the Date of
Termination and any bonus amounts which have become payable, to the extent not
theretofore paid or deferred, and any accrued vacation pay, to the extent not
theretofore paid.  The Company may make
such additional payments, and provide such additional benefits, to Executive as
the Company and Executive may agree in writing, or to which Executive may be
entitled under the compensation and benefit plans, policies, and arrangements
of the Company.


4.                                       Certain
Additional Payments by the Company.


(a)                                  If
it is determined (as hereafter provided) that any payment or distribution by
the Company to or for the benefit of Executive, whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or
otherwise pursuant to or by reason of any other agreement, policy, plan,
program or arrangement, including without limitation any stock option, stock
appreciation right or similar right, or the lapse or termination of any
restriction on or the vesting or exercisability of any of the foregoing (each a
“Payment”), would be subject to the excise tax imposed by Section 4999 of the
Code (or any successor provision thereto) or to any similar tax imposed by state
or local law, or any interest or penalties with respect to such excise tax
(such tax or taxes, together with any such interest and penalties, are
hereafter collectively referred to as the “Excise Tax”), then Executive will be
entitled to receive an additional payment or payments (a “Gross-Up Payment”) in
an amount such that, after payment by Executive of all taxes (including any
interest or penalties imposed with



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respect to such taxes), including any Excise
Tax, imposed upon the Gross-Up Payment, Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
Notwithstanding the previous sentence, if the aggregate value of the Payments for
purposes of Sections 280G and 4099 of the Code equals or exceeds 100%, but is
not greater than 110%, of the Safe Harbor Amount, then no Gross-Up Payment
shall be payable to Executive and the aggregate amount of Payments payable to
Executive shall be reduced in the manner selected by Executive to the Safe
Harbor Amount.


(b)                                 Subject
to the provisions of Section 4(f) hereof, all determinations required to
be made under this Section 4, including whether an Excise Tax is payable by
Executive and the amount of such Excise Tax and whether a Gross-Up Payment is
required and the amount of such Gross-Up Payment, will be made by the public
accounting firm that is retained by the Company as of the date immediately
prior to the Change in Control (the “Accounting Firm”).  Executive will direct the Accounting Firm to
submit its determination and detailed supporting calculations to both the
Company and Executive within 15 calendar days after the date of Executive’s
termination of employment, if applicable, and any other such time or times as
may be requested by the Company or Executive. 
If the Accounting Firm determines that any Excise Tax is payable by
Executive, the Company will pay the required Gross-Up Payment to Executive
within five business days after receipt of such determination and
calculations.  If the Accounting Firm
determines that no Excise Tax is payable by Executive, it will, at the same
time as it makes such determination, furnish Executive with an opinion that Executive
has substantial authority not to report any Excise Tax on Executive’s federal,
state, local income or other tax return. 
Subject to the provisions of this Section, any determination by the
Accounting Firm as to the amount of the Gross-Up Payment will be binding upon
the Company and Executive.  As a result
of the uncertainty in the application of Section 4999 of the Code (or any
successor provision thereto) and the possibility of similar uncertainty
regarding applicable state or local tax law at the time of any determination by
the Accounting Firm hereunder, it is possible that Gross-Up Payments which will
not have been made by the Company should have been made (an “Underpayment”),
consistent with the calculations required to be made hereunder.  In the event that an Underpayment is made and
the Company exhausts or fails to pursue its remedies pursuant to Section 4(f) hereof
and Executive thereafter is required to make a payment of any Excise Tax,
Executive will direct the Accounting Firm to determine the amount of the
Underpayment that has occurred and to submit its determination and detailed
supporting calculations to both the Company and Executive as promptly as
possible.  Any such Underpayment will be
promptly paid by the Company to, or for the benefit of, Executive within five
business days after receipt of such determination and calculations.


(c)                                  The
Company and Executive will each provide the Accounting Firm access to and
copies of any books, records and documents in the possession of the Company or
Executive, as the case may be, reasonably requested by the Accounting Firm, and
otherwise cooperate with the Accounting Firm in connection with the preparation
and issuance of the determination contemplated by Section 4(b) hereof.



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(d)                                 The
federal, state and local income or other tax returns filed by Executive will be
prepared and filed on a consistent basis with the determination of the
Accounting Firm with respect to the Excise Tax payable by Executive.  Executive will make proper payment of the
amount of any Excise Tax and, at the request of the Company, provide to the
Company true and correct copies (with any amendments) of Executive’s federal
income tax return as filed with the Internal Revenue Service and corresponding
state and local tax returns, if relevant, as filed with the applicable taxing
authority, and such other documents reasonably requested by the Company, evidencing
such payment.  If prior to the filing of
Executive’s federal income tax return, or corresponding state or local tax
return, if relevant, the Accounting Firm determines that the amount of the
Gross-Up Payment should be reduced, Executive will within five business days
pay to the Company the amount of such reduction.


(e)                                  The
fees and expenses of the Accounting Firm for its services in connection with
the determinations and calculations contemplated by Sections 4(b) and (d)
hereof will be borne by the Company.  If
such fees and expenses are initially advanced by Executive, the Company will
reimburse Executive the full amount of such fees and expenses within five
business days after receipt from Executive of a statement therefor and
reasonable evidence of Executive’s payment thereof.


(f)                                    Executive
will notify the Company in writing of any claim by the Internal Revenue Service
that, if successful, would require the payment by the Company of a Gross-Up
Payment.  Such notification will be given
as promptly as practicable but no later than 10 business days after Executive
actually receives notice of such claim and Executive will further apprise the
Company of the nature of such claim and the date on which such claim is
requested to be paid (in each case, to the extent known by Executive).  Executive will not pay such claim prior to
the earlier of (i) the expiration of the 30-calendar-day period following the
date on which Executive gives such notice to the Company and (ii) the date that
any payment of amount with respect to such claim is due.  If the Company notifies Executive in writing
prior to the expiration of such period that it desires to contest such claim,
Executive will:


(i)                                     provide the
Company with any written records or documents in Executive’s possession
relating to such claim reasonably requested by the Company;


(ii)                                  take such action in
connection with contesting such claim as the Company will reasonably request in
writing from time to time, including without limitation accepting legal
representation with respect to such claim by an attorney competent in respect
of the subject matter and reasonably selected by the Company;


(iii)                               cooperate with the
Company in good faith in order effectively to contest such claim; and


(iv)                              permit the Company to
participate in any proceedings relating to such claim;



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provided, however, that
the Company will bear and pay directly all costs and expenses (including
interest and penalties) incurred in connection with such contest and will
indemnify and hold harmless Executive, on an after-tax basis, for and against
any Excise Tax or income tax, including interest and penalties with respect
thereto, imposed as a result of such representation and payment of costs and
expenses.  Without limiting the foregoing
provisions of this Section 4(f), the Company will control all proceedings taken
in connection with the contest of any claim contemplated by this Section 4(f)
and, at its sole option, may pursue or forego any and all administrative
appeals, proceedings, hearings and conferences with the taxing authority in
respect of such claim (provided that Executive may participate therein at Executive’s
own cost and expense) and may, at its option, either direct Executive to pay
the tax claimed and sue for a refund or contest the claim in any permissible
manner, and Executive agrees to prosecute such contest to a determination
before any administrative tribunal, in a court of initial jurisdiction and in
one or more appellate courts, as the Company will determine; provided, however,
that if the Company directs Executive to pay the tax claimed and sue for a
refund, the Company will advance the amount of such payment to Executive on an
interest-free basis and will indemnify and hold Executive harmless, on an
after-tax basis, from any Excise Tax or income tax, including interest or
penalties with respect thereto, imposed with respect to such advance; and
provided further, however, that any extension of the statute of limitations
relating to payment of taxes for the taxable year of Executive with respect to
which the contested amount is claimed to be due is limited solely to such
contested amount.  Furthermore, the
Company’s control of any such contested claim will be limited to issues with
respect to which a Gross-Up Payment would be payable hereunder and Executive
will be entitled to settle or contest, as the case may be, any other issue
raised by the Internal Revenue Service or any other taxing authority.


(g)                                 If,
after the receipt by Executive of an amount advanced by the Company pursuant to
Section 4(f) hereof, Executive receives any refund with respect to such claim,
Executive will (subject to the Company’s complying with the requirements of
Section 4(f) hereof) promptly pay to the Company the amount of such refund
(together with any interest paid or credited thereon after any taxes applicable
thereto).  If, after the receipt by
Executive of an amount advanced by the Company pursuant to Section 4(f) hereof,
a determination is made that Executive will not be entitled to any refund with
respect to such claim and the Company does not notify Executive in writing of
its intent to contest such denial or refund prior to the expiration of 30
calendar days after such determination, then such advance will be forgiven and
will not be required to be repaid and the amount of such advance will offset,
to the extent thereof, the amount of Gross-Up Payment required to be paid
pursuant to this Section 4.


5.                                       Withholding
Taxes.  The Company may withhold from
all payments due to Executive (or Executive’s beneficiary or estate) hereunder
all taxes which, by applicable federal, state, local or other law, the Company
is required to withhold therefrom.  In
the case of the withholding of an Excise Tax, such withholding shall be
consistent with any determination made under Section 4.


6.                                       Reimbursement
of Expenses.  If any contest or
dispute shall arise under this Agreement involving termination of Executive’s
employment with the



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Company or
involving the failure or refusal of the Company to perform fully in accordance
with the terms hereof, the Company shall reimburse Executive, on a current
basis, for all reasonable legal fees and expenses, if any, incurred by
Executive in connection with such contest or dispute (regardless of the result
thereof); provided, however, Executive shall be required to repay
any such amounts to the Company to the extent that a court or an arbitration
panel issues a final order from which no appeal can be taken, or with respect
to which the time period to appeal has expired, setting forth that Executive
has not substantially prevailed on at least one material issue in dispute.


7.                                       Employment
by Affiliates.  Employment by the
Company for purposes of this Agreement shall include employment by any Affiliate.


8.                                       Restrictive
Covenants.


(a)                                  Non-Competition
and Non-Solicitation.  Executive
acknowledges and recognizes the highly competitive nature of the businesses of
the Company and its Affiliates, the valuable confidential business information
in Executive’s possession and the customer goodwill associated with the ongoing
business practice of the Company, and accordingly agrees as follows:


(i)                                     For a period
ending on the expiration of one year following the termination of Executive’s
employment (the “Restricted Period”), Executive will not directly or
indirectly, (A) engage in any business for Executive’s own account that
competes with the business of the Company, (B) enter the employ of, or render
any services to, any person engaged in any business that competes with the
business of the Company, (C) 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 (D) 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 the Company or
the Company Affiliates.


(ii)                                  Notwithstanding
anything to the contrary in this Agreement, 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 Executive (A)
is not a controlling person of, or a member of a group which controls, such
person and (B) 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,
Executive shall not,



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directly or indirectly, (A) 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 (B) 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, 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)                                 Non-Disclosure
of Confidential Information.  Executive
will not at any time (whether during or after Executive’s employment with the
Company) disclose or use for Executive’s 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 of its Subsidiaries or Affiliates, 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, however, that
the foregoing shall not apply to information which is generally known to the
industry or the public other than as a result of Executive’s breach of this
covenant. Executive agrees that upon termination of Executive’s employment with
the Company for any reason, Executive 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 Executive may retain personal notes,
notebooks and diaries. Executive further agrees that Executive will not retain
or use for Executive’s 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 its Affiliates.


(c)                                  Non-disparagement.  Executive agrees (whether during or after Executive’s
employment with the Company) not to issue, circulate, publish or utter any
false or disparaging statements, remarks or rumors about the Company or the
officers or directors of the Company other than to the extent reasonably
necessary in order to (i) assert a bona fide claim against the Company arising
out of Executive’s employment with the Company, or (ii) respond in a truthful
and appropriate manner to any legal process or give truthful and appropriate
testimony in a legal or regulatory proceeding.


(d)                                 Mutual
Dependence of Covenants and Condition Subsequent.  Executive covenants and agrees to be bound by
the restrictive covenants and agreements contained in this Section 8 to the
maximum extent permitted by Florida law, it being the intent and spirit of the
parties that the restrictive covenants and agreements



 12
 









contained in this Agreement shall be valid
and enforceable in all respects, and, subject to the terms and conditions of
this Agreement, Executive’s compliance with the covenants contained in Section 8(a)
is mutually dependent upon and a condition subsequent to the Company’s
obligation to make the payments described in Section 3 of this Agreement and
such payments shall immediately cease upon any breach of Section 8(a).  Likewise, if Executive commences any action
in court or in arbitration challenging the validity of, seeking to invalidate
or otherwise seeking some sort of declaration that the covenants and agreements
in Section 8(a) are void, voidable or invalid, the Company’s obligations to
make the payments described in Section 3 of this Agreement shall immediately
cease as of the time of the commencement of such action or proceeding.  If the Company does not discover Executive’s
breach of Section 8(a) or the commencement of any such action or arbitration
proceedings until after one or more payments under Section 3 have been made to
Executive, Executive shall be obligated to immediately return all such payments
to the Company that were paid and received after the breach of Section 8(a).


(e)                                  Remedies
Upon Breach.  If Executive breaches
the provisions of Sections 8 (a), (b) or (c), the Company shall have the right
to have such restrictive covenants specifically enforced by any court of
competent jurisdiction, it being agreed that any breach of such restrictive
covenants would cause irreparable injury to the Company and that money damages
would not provide an adequate remedy for such injury.  Accordingly, the Company shall be entitled to
injunctive relief to enforce the terms of such restrictive covenants and to
restrain Executive from any violation thereof. 
The rights and remedies set forth in this Section 8(e) shall be
independent of all other others rights and remedies available to the Company
for a breach of such restrictive covenants, and shall be severally enforceable
from, in addition to, and not in lieu of, any other rights and remedies
available at law or in equity.


9.                                       Survival.  The respective obligations and benefits
afforded to the Company and Executive as provided in Sections 3 (to the extent
that payments or benefits are owed as a result of a termination of employment
that occurs during the term of this Agreement), 4 (to the extent that Payments
are made to Executive as a result of a Change in Control that occurs during the
term of this Agreement), 5, 6, 12(c) and 10 shall survive the termination of
this Agreement.


10.                                 Full
Settlement; Resolution of Disputes. 
The Company’s obligation to make any payments and provide any benefits
pursuant to this Agreement and otherwise to perform its obligations hereunder
shall be in lieu and in full settlement of all other severance payments to
Executive under any other severance or employment agreement between Executive
and the Company, and any severance plan of the Company; provided, however,
that if any such other agreement or plan would provide Executive with a greater
payment or more or longer benefits in respect of any particular item described
hereunder (e.g., severance, welfare benefits), then Executive shall receive
such particular item of payment and/or benefit pursuant to such other agreement
or plan, in lieu of receiving that particular item pursuant to this
Agreement.  The Company’s obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against Executive
or others.  In no event shall Executive
be obligated to seek other employment or take other



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action by way of
mitigation of the amounts payable and benefits provided to Executive under any
of the provisions of this Agreement and, except as provided in Section 3(b),
such amounts shall not be reduced whether or not Executive obtains other
employment.  The parties agree that any
controversy or claim of either party hereto arising out of or in any way
relating to this Agreement, or breach thereof, shall be settled by final and
binding arbitration in Jacksonville, Florida by three arbitrators in accordance
with the rules of the American Arbitration Association applicable to the
resolution of employment disputes, and that judgment upon any award rendered may
be entered by the prevailing party in any court having jurisdiction
thereof.  The Company shall bear all
costs and expenses arising in connection with any arbitration proceeding
pursuant to this Section.


11.                                 Scope
of Agreement.  Nothing in this
Agreement shall be deemed to entitle Executive to continued employment with the
Company or its Subsidiaries, and if Executive’s employment with the Company or
its Subsidiaries shall terminate prior to a Change in Control, Executive shall
have no further rights under this Agreement (except as otherwise provided
hereunder); provided, however, that any termination of Executive’s
employment with the Company or its Subsidiaries during the Termination Period
shall be subject to all of the provisions of this Agreement.


12.                                 Successors;
Binding Agreement.


(a)                                  This
Agreement shall not be terminated by any Change in Control or other merger,
consolidation, statutory share exchange, sale of substantially all the assets
or similar form of corporate transaction involving the Company (a “Business
Combination”).  In the event of any
Business Combination, the provisions of this Agreement shall be binding upon
the surviving corporation, and such surviving corporation shall be treated as
the Company hereunder.


(b)                                 The
Company agrees that in connection with any Business Combination, it will cause
any successor entity to the Company unconditionally to assume (and for any
parent entity in such Business Combination to guarantee), by written instrument
delivered to Executive (or Executive’s beneficiary or estate), all of the
obligations of the Company hereunder.


(c)                                  This
Agreement shall inure to the benefit of and be enforceable by Executive’s
personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees. 
If Executive shall die while any amounts would be payable to Executive
hereunder had Executive continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement
to such person or persons appointed in writing by Executive to receive such
amounts or, if no person is so appointed, to Executive’s estate.


13.                                 Notice.  (a)  For
purposes of this Agreement, all notices and other communications required or
permitted hereunder shall be in writing and shall be by hand delivery or by
registered or certified mail, return receipt requested, postage prepaid, or by
nationally recognized overnight courier service, addressed as follows:



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If to Executive, to Executive’s
principal residence as reflected in the records of the Company.


If to the Company:


Interline Brands, Inc.

801 West Bay Street

Jacksonville, Florida 32204

Attn.:  Chief Executive Officer


or to such other address as either party may have furnished to the
other in writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt.


14.                                 A
written notice of Executive’s Date of Termination by the Company or Executive,
as the case may be, to the other, shall (i) indicate the specific termination provision
in this Agreement relied upon, (ii) to the extent applicable, set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of Executive’s employment under the provision so indicated and
(iii) specify the termination date (which date shall be not less than fifteen
(15) (thirty (30), if termination is by the Company for Disability) nor more
than sixty (60) days after the giving of such notice).  The failure by Executive or the Company to
set forth in such notice any fact or circumstance which contributes to a
showing of Good Reason or Cause shall not waive any right of Executive or the
Company hereunder or preclude Executive or the Company from asserting such fact
or circumstance in enforcing Executive’s or the Company’s rights hereunder.


15.                                 GOVERNING
LAW; VALIDITY.  THE INTERPRETATION,
CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF FLORIDA
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF, OF SUCH
PRINCIPLES OF ANY OTHER JURISDICTION WHICH COULD CAUSE THE APPLICATION OF THE
LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF FLORIDA.  THE INVALIDITY OR UNENFORCEABILITY OF ANY
PROVISION OF THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF
ANY OTHER PROVISION OF THIS AGREEMENT, WHICH OTHER PROVISIONS SHALL REMAIN IN
FULL FORCE AND EFFECT.


16.                                 Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.


17.                                 Miscellaneous.  No provision of this Agreement may be
modified or waived unless such modification or waiver is agreed to in writing
and signed by Executive and by a duly authorized officer of the Company.  No waiver by either party



 15
 









hereto at any time
of any breach by the other party hereto of, or compliance with, any condition
or provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same
or at any prior or subsequent time. 
Failure by Executive or the Company to insist upon strict compliance
with any provision of this Agreement or to assert any right Executive or the
Company may have hereunder, including, without limitation, the right of
Executive to terminate employment for Good Reason, shall not be deemed to be a
waiver of such provision or right or any other provision or right of this
Agreement.  Except as otherwise
specifically provided herein, the rights of, and benefits payable to,
Executive, Executive’s estate or Executive’s beneficiaries pursuant to this
Agreement are in addition to any rights of, or benefits payable to, Executive, Executive’s
estate or Executive’s beneficiaries under any other employee benefit plan or
compensation program of the Company.


IN WITNESS WHEREOF, the
Company has caused this Agreement to be executed by a duly authorized officer
of the Company and Executive has executed this Agreement as of the day and year
first above written.


 


	
   

  	
  INTERLINE BRANDS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
					



 



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