Exhibit 10.24


 


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


 


THIS AMENDED AND
RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of December 15,
2004 (the “Effective Date”), is entered into by and between Interline
Brands, Inc., (the “Company”) and William R. Pray (the “Executive”).


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


WEREAS, the Company
and the Executive desire to amend and restate the employment agreement entered
into by, and between the parties, dated as of September 23, 2004;


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 and restate the employment agreement entered into by
and between the parties dated as of September 23, 2004; 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 on the date hereof, and unless sooner
terminated as hereafter provided, shall continue until December 31, 2005 provided
that the Employment Term shall automatically be extended for successive
one-year periods; provided  further that the Agreement may be
terminable by either party upon sixty (60) days written notice of such party’s
intention to terminate (the initial term together with each successive one year
period shall hereinafter be referred to as the “Employment Term”). This
Agreement is intended to supercede, replace and terminate, and upon execution
hereof shall terminate in its entirety, the Employment Agreement dated
September 23, 2004 entered into between the Company and the Executive, the Employment
Agreement dated as of September 29, 2000, and entered into by Interline Brands,
Inc., f/k/a/Wilmar Industries, Inc. and the Executive, together with that Split
Dollar Agreement dated April 1, 1996, Collateral Assignment for Split Dollar
Plan dated April 1, 1996, Money Purchase Deferred Compensation Agreement dated April
1, 1996,  Split Dollar Agreement dated
April 20, 1997, Collateral Assignment for Split Dollar Plan dated April 20,
1997, and that Money Purchase Deferred Compensation Agreement dated April 20,
1997.


The
termination of the Executive’s employment at the end of the Employment Term 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 6(c), and the applicable provisions


 


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of
Section 6(c) shall apply to such termination.  
The termination of the Executive’s employment at the end of the
Employment Term on account of the Executive giving notice to the Company of
his/her 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 6(d), and the provisions of Section 6(d) shall
apply to such termination.


2.             Position.


(a)           The Executive shall serve as a Senior
Vice President of the Company.  In such
position, the Executive shall have such duties and authority as are 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 President 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 of the Company.


3.             Base Salary. 
During the Employment Term, the Company shall pay the Executive an
annual base salary as follows: (i) from the Effective Date through June 30,
2005, the Company shall pay the Executive a base salary at the annual rate in
effect on the Effective Date and (ii) from and after July 1, 2005 the
Company shall pay the Executive a base salary at an annual rate of $200,000 (in
each case hereinafter “Base Salary”). 
Base Salary shall be payable in regular installments in accordance with
the Company’s usual payroll practices.


4.             Bonus.  During the Employment Term, the Executive’s
annual bonus shall be as follows: (i) with respect to the calendar year ending
December 31, 2004, the Executive shall be eligible to earn an annual bonus
award of up to $300,000, based upon bonus plan to be established and determined
by the Board of Directors of the Company (the “Board”) applicable to all
the vice presidents of the Company, (ii) with respect to the calendar year
ending December 31, 2005, the Company shall pay the Executive a guaranteed
bonus of $50,000, and (iii) with respect to the calendar year ending
December 31, 2006 and each calendar year thereafter, the Company shall pay the
Executive a guaranteed bonus of $100,000. 
Each such annual bonus shall be paid at the same time and in the same
manner as bonuses are paid to other executives of the Company, typically following
the issuance of the Company’s audit financial statements with respect to such
calendar year.


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.    All of the benefits and perquisites
described in this Section 5 shall hereafter be referred to collectively as the “Benefits”.


 


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(i)Vacation.
The Executive shall be provided four (4) weeks paid vacation per year, provided
the vacation days taken do not interfere with the operations of the Company.


(ii)
Medical Expense Reimbursement. The executive shall be entitled to reimbursement
for expenses not reimbursed by insurance or otherwise for “medical care” for
himself and immediate family member; provided, such family members are covered
by a Company sponsored plan at the time the expense is incurred, and further
provided that such reimbursement shall not exceed $10,000 per annum.


(iii)
Club Membership Dues and Automobile Expenses. During the Term of
Employment, the Executive shall be entitled to reimbursement for personal
membership and automobile related expenses related to the Executive’s primary
automobile in an amount not to exceed $50,000.00 per year, payable in
accordance with the Company’s policies on expense reimbursement, in effect from
time to time.


(iv)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 time.


6.             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 which causes
or is intended to cause harm to the Company or its 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 theft 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 twenty (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 6(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 (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


 


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would
have been entitled to if he 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 preceding the date of death or termination
of employment and the denominator of which is 365 (a “Pro Rata Bonus”).  Upon termination of the Executive’s
employment due to Disability or death pursuant to this Section 6(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 any accrued and unpaid Base Salary
and Benefits.  The Executive shall be
entitled to the following additional payments or benefits, as applicable:


(i)            If
the Executive is terminated without Cause by the Company pursuant to Section
6(c) prior to December 31, 2005 then he shall be entitled to receive (i) continuation
of his Base Salary through December 31, 2005 (such Base Salary to be paid at
the rate set forth in Section 3 of this Agreement), (ii) continued
reimbursement of his automobile related expenses related to the Executive’s
primary automobile payable in accordance with the Company’s policies through
December 31, 2006 and (iii) continuation of his health and dental insurance
coverage on the same basis as those benefits are generally made available to
other executives of the Company through December 31, 2006.


 


(ii)            If
the Executive is terminated without Cause by the Company on or after December
31, 2005, then he shall be entitled to receive (i) continued reimbursement of
his automobile related expenses related to the Executive’s primary automobile
payable in accordance with the Company’s policies through December 31, 2006 and
(ii) continuation of his health and dental insurance coverage on the same basis
as those benefits are generally made available to other executives of the
Company through December 31, 2006.


 


                                Upon termination of Executive’s
employment by the Company without Cause pursuant to this Section 6(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
thirty (30) days’ advance written notice in the event the Executive terminates
his employment, other than for Good Reason (as hereinafter defined); provided
that the President may, in his sole discretion, terminate the Executive’s
employment with the Company prior to the expiration of the thirty-day notice
period.  In such event and upon the
expiration of such thirty-day period (or such shorter time as the President in
his sole discretion may determine), the Executive’s employment under this
Agreement shall immediately and automatically terminate,


 


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and
the Executive 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 Term.  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 of 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 6(e) shall be treated for purposes of
this Agreement as a termination by the Company without Cause and the applicable
provisions of Section 6(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 one of the paragraphs
of this Section 6, 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 6 are 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,
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 6, 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.


7.             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 accordingly agrees as follows:


 


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(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, (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 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 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 (ii) 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, (i) 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
(ii) 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.


 


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8.             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 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 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 its
affiliates.


9.             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.


10.           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.


11.           Miscellaneous.


(a)           Governing Law.  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.


(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 matter herein other than those


 


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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 any one 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 of the Executive, to the Executive’s address on file with the
Company; all notices to the Company shall be directed to the attention of the
President or to such other address as either party may have furnished 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.


 


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


 


	
   

  	
  /s/William R. Pray

  
	
   

  	
  Name: William R.
  Pray

  
	
   

  	
   

  
	
   

  	
  INTERLINE
  BRANDS, INC.

  
	
   

  	
  By:

  	
  /s/Michael J.
  Grebe

  
	
   

  	
  Name:

  	
  Michael J. Grebe

  
	
   

  	
  Title:

  	
  President and
  CEO

  



 


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