Exhibit 10.35


 


Amendment to Employment
Agreement


 


This Amendment is made this
10th day of November, 2004, by and between Interline Brands, Inc.,
a New Jersey Corporation (f/k/a Wilmar Industries, Inc.) (“Company”),
whose address is 801 West Bay Street, Jacksonville, Florida 32204 and Thomas J.
Tossavainen (“Executive”).


 


Whereas, the Company and Executive have previously
entered into an Agreement of Confidentiality and Covenant Not to Compete dated July 11,
2001 (the “Agreement”); and,


 


Whereas, the Company and Executive thereafter entered
into that Amended and Restated Employment Agreement dated May 12, 2004
(the “Amended Agreement”); and,


 


Whereas, the Company and Executive desire to modify
and amend the Amended Agreement and certain provisions thereof.


 


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 1 of the Amended Agreement entitled
“Term of Employment” 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 1:


 


“1.                                 Term of Employment.                               The
Executive’s term of employment with the Company under this Agreement shall
begin on the date hereof, and unless sooner terminated as hereafter provided,
shall continue until May 12, 2006 (the “Initial Term”); provided
that the term of employment shall automatically be extended for successive one-year
periods (the Initial Term plus any additional extension terms shall be the Employment
Term) unless either party provides written notice of non-renewal at least
ninety (90) days prior to the end of the Employment Term or any renewal term
thereof.


 


The termination of the Executive’s employment
at the end of the Initial Term or any subsequent Employment Term 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 8
(c), and the provisions of Section 8 (c) shall apply to such
termination. The termination of the Executive’s employment at the end of the
Initial Term or any subsequent Employment Term thereafter on account of


 





















 


the Executive giving notice to the Company of
his/her desire not to extend such Initial term or any subsequent Employment
Term thereafter in accordance with the provisions of this Section 1 shall
be treated for all purposes as a voluntary termination pursuant to Section 8
(d), and the provisions of Section 8 (d) shall apply to such
termination.


 


2.                                         Section 8 (d) of the Amended
Agreement entitled “Voluntary Termination by Executive”
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
(d):


 


“(d)         Voluntary Termination by Executive. The Executive
shall provide the Company sixty (60) days’ advance written notice in the event
the Executive terminates his employment other than for Good Reason (as
hereinafter defined); provided that the Company may, in its sole
discretion, terminate the Executive’s employment with the Company prior to the
expiration of the sixty-day notice period. In such event and upon the
expiration of such sixty-day period (or such shorter time as the Company in its
sole discretion may determine), the Executive’s employment under this Agreement
shall immediately and automatically terminate, and the Executive shall be
entitled to receive (i) any accrued and unpaid Base Salary and Housing
Allowance, (ii) the Relocation Allowance, and (iii) if the Executive
has terminated his employment during the Initial Term (but not otherwise), Severance
Payments for the shorter of the periods of (x) one year after the date of
termination or (y) the remainder of the Initial Term; provided that
notwithstanding anything to the contrary in this Section 8(d), the
Executive shall be entitled to Severance Payments set forth in the foregoing
clause (iii) only if (x) the effective date of the Executive’s termination
is not less than six (6) months after the new CFO’s commencement of
employment with the Company and (y) the Executive has given sixty (60) days advance
written notice of his termination (and, if requested by the Company, has
continued to fulfill his duties during such sixty-day period.).


 


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


 


4.                                         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 Agreement
represents that such party has the full authority and legal power to do so.


 


IN WITNESS WHEREOF, the parties hereto have executed this
Agreement, which is effective as of the date first above written.


 


	
  INTERLINE BRANDS, INC.

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Michael J. Grebe

  	
   

  	
  /s/ Thomas J. Tossavainen

  	
   

  
	
  (Signature)

  	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Michael J. Grebe

  	
   

  	
   

  	
  Name: Thomas J. Tossavainen

  	
   

  
	
  Title:

  	
  President & CEO

  	
   

  	
   

  	
  Title: Vice President

  	
   

  
	
  Date:

  	
  11/15/04

  	
   

  	
  Date :

  	
  11/10/04