Exhibit
10.20


 


SEPARATION AGREEMENT AND GENERAL
RELEASE OF ALL CLAIMS


 


This Separation Agreement
and General Release of all Claims (the “Agreement”) is entered into by
and between Interline Brands, Inc. (the “Company”) and Charles
Blackmon (the “Executive”) and is dated as of March 17, 2005 (the “Effective
Date”).


 


In consideration of the
promises set forth in the Agreement, the Executive and the Company (the “Parties”)
hereby agree as follows:


 


1.                                       Entire
Agreement.


 


The Agreement is the entire agreement between the Parties with respect
to the subject matter hereof and contains all agreements, whether written,
oral, express or implied, between the Parties relating thereto and supersedes
and extinguishes any other agreement relating thereto, whether written, oral,
express or implied, between the Parties, including, without limitation, the
Employment Agreement between the Parties, dated as of June 18, 2004 (the “Employment
Agreement”); provided  however, that those certain
Nonqualified Stock Option Agreements entered into by and between the Company
and the Executive, dated December 16, 2004 (the “Option Agreements”)
are hereby explicitly preserved without any amendment or modification
thereto.  Other than the Agreement and
the Option Agreements, there are no agreements of any nature whatsoever between
the Executive and the Company that survive the Agreement.  The Agreement may not be modified or amended,
nor may any rights under it be waived, except in a writing signed and agreed to
by the Parties.


 


2.                                       Termination
of Employment.


 


The Executive and the Company hereby agree that Executive’s employment
and any and all appointments he holds with the Company and any of its
affiliates or subsidiaries (collectively, the “Company Group”), whether
as officer, director, employee, consultant, fiduciary, agent or otherwise shall
cease as of March 17, 2005 (the “Termination Date”).  Effective as of the Termination Date, the
Executive shall have no authority to act on behalf of the Company or any other
member of the Company Group, and shall not hold himself out as having such
authority or otherwise act in an executive or other decision making capacity.


 


3.                                       Entitlements.


 


In consideration for the
Executive’s entering into the Agreement, the Company will provide the Executive
with the following:


 


A.                                   Benefits
Generally. As of and after the Termination Date, the Executive shall no
longer participate in, accrue service credit or have contributions made on his
behalf under any employee benefit plan sponsored by the Company or any other member
of the Company Group in respect of periods commencing on and following the
Termination Date, including without limitation, any plan which is intended to
qualify under Section 401(a) of the Internal Revenue Code of 1986, as
amended.  The Executive shall be entitled
to all benefits accrued up to the Termination Date, to the extent vested, under
all employee benefit plans of the Company, in accordance with the terms of such
plans.


 





















 


B.                                     Company
Paid COBRA Premiums.


 


The Company understands
that the Executive intends to elect, as soon as practicable following the
Termination Date, to continue medical coverage in accordance with the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)
and the Company will provide, or cause to be provided, to the Executive all the
necessary and appropriate forms for the Executive to make such election to the
Executive’s home at 155 Violet Place, Eufaula, Alabama 36027.  Coincident with the receipt of the Executive’s
completed election forms, the Company shall pay the COBRA premiums (including
with respect to medical, dental and prescription drug coverage) on behalf of
the Executive and his covered dependents for the period commencing on the
Termination Date and ending on the earlier of (i) March 31, 2006 or (ii) the
date the Executive is eligible for substantially similar coverage from another
employer and provided the Executive agrees that he shall undertake a reasonable
effort to procure such coverage when eligible.


 


C.                                     Severance.


 


The Executive shall be
entitled to receive severance payments totaling $67,500 (the “Severance Pay”).  On the Company’s first regularly scheduled
payroll date following the eighth (8th) day following the execution of the
Agreement and provided the Executive has not revoked the Agreement pursuant to Section 8E
hereof, payment of the Severance Pay shall commence and shall continue in equal
installments in accordance with the Company’s regular payroll practices such
that the last payment shall be made no later than September 30, 2005.


 


D.                                    Vacation.


 


As soon as practicable
following the Termination Date, the Executive shall be paid a lump sum in cash
equal to $15,200 which amount is equal to all of the Executive’s unused but
accrued vacation accrued through the Termination Date in accordance with the
Company’s regular policies.


 


4.                                       Return
of Company Property.


 


No later than the seventh business day following the Termination Date,
the Executive shall return to the Company all originals and copies of papers,
notes and documents (in any medium, including computer disks), whether property
of any member of the Company Group or not, prepared, received or obtained by
the Executive during the course of, and in connection with, his employment with
the Company or any member of the Company Group, and all equipment and property
of any member of the Company Group which may be in the Executive’s possession
or under his control, whether at the Company’s offices, the Executive’s home or
elsewhere, including all such papers, work papers, notes, documents and
equipment in the possession of the Executive. 
The Executive agrees that he and his family shall not retain copies of
any such papers, work papers, notes and documents.  Notwithstanding the foregoing, the Executive
may retain copies of any employment, compensation, benefits or shareholders
agreements between the Executive and the Company, the Agreement and any
employee benefit plan materials distributed generally to participants in any
such plan by the Company.  In addition,
as soon as practicable following the Termination Date, the Company shall permit
the


 


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Executive access to the office the Executive occupied
immediately prior to the Termination Date so that the Executive may remove his
personal belongings and personal files which include files the Executive has
maintained on the Company’s computer system and the Executive shall be
permitted to copy and/or remove such files; provided that such files do
not contain any material confidential information regarding the Company.  In addition, the Company acknowledges that
the Executive may retain copies (electronically or in hard copy) of his files
related to Concurrent Computer Corporation and his electronic or hard copy
rolodex.  On the Termination Date, all
telephone and other accounts being paid by the Company on the Executive’s
behalf shall be terminated and company credit cards, if any, shall be returned
to the Company and canceled.


 


5.                                       Confidentiality.


 


A.                                   The
Executive acknowledges and agrees that all memoranda, notes, records and other
materials made or compiled by the Executive, or made available to him, in
connection with, and during his employment by, the Company remain the sole and
exclusive property of the Company.  The
Executive acknowledges and agrees that all confidential information acquired
about any member of the Company Group and each of their officers, directors,
employees and agents, and all material reflecting such confidential
information, is highly confidential and that disclosure of such information or
material could cause serious and irreparable injury to the Company.  The Executive agrees that he will not
hereafter disclose any such information or make any such material available to
anyone without the written consent of the Company, whether or not such
information subsequently becomes publicly known, other than as required
pursuant to an order of a court, governmental agency or other authorized
tribunal; provided that upon receipt of such an order, the Executive shall
promptly notify the Company thereof and, at the request of the Company and at
the Company’s expense, the Executive shall assist the Company in obtaining a
protective or similar order in respect of such confidential information.


 


B.                                     The
Executive hereby further agrees that he will not directly or indirectly
disclose, discuss or disseminate, be the source of or otherwise publish or
communicate in any manner to any person or entity any confidential information
concerning the personal, social or business activities of the Company Group or
any of its officers, directors, employees and agents, other than as required
pursuant to an order of a court, government agency or other authorized
tribunal; provided that upon receipt of such an order, the Executive shall
promptly notify the Company thereof and, at the request of the Company and at
the Company’s expense, the Executive shall assist the Company in obtaining a
protective or similar order in respect of such confidential information.  The Company on behalf of its Board of Directors
(the “Board”), and senior most executives agrees not to directly or
indirectly disclose, discuss or disseminate, be the source of or otherwise
publish or communicate in any manner to any person or entity any confidential
information concerning the personal, social or business activities of the
Executive, other than as required by applicable law as determined in good faith
by the Company or its counsel.


 


6.                                       Non-Competition.


 


A.                                   The
Executive acknowledges and recognizes the highly competitive nature of the
businesses of the Company and the other members of the Company Group, the
valuable confidential business information in such Executive’s possession and
the customer goodwill


 


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associated with the ongoing business practice of the Company, and
accordingly agrees as follows:


 


(i)                                     For a period beginning on the Effective Date
and ending on the expiration of one year following the Termination Date (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 any member of the Company Group and customers or suppliers
of the Company Group.


 


(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 (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, the Executive
will not, directly or indirectly, (A) without the written consent of the
Company, solicit or encourage any employee of the Company or any member of the
Company Group to leave the employment of the Company or the Company
Group, 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 any other member of the Company Group (other
than as a result of the termination of such employment by the Company Group
within one year after the termination of such employee’s employment with the
Company or any other member of the Company Group).


 


(iv)                              During the Restricted Period, the Executive
will not, directly or indirectly, solicit or
encourage to cease to work with any member of the Company Group any consultant
then under contract with the Company or any other member of the Company Group.


 


It is expressly
understood and agreed that although the Executive and the Company consider the
restrictions contained in this Section 6 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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7.                                       Nondisparagement
and Cooperation.


 


A.                                   The
Executive hereby agrees not to defame, disparage or criticize any member of the
Company Group or any of their products, services, finances, financial
condition, capabilities or other aspect of or any of their business, or any
former or existing employees, managers, directors, officers or agents of, or
contracting parties with, any member of the Company Group in any medium to any
person or entity without limitation in time. 
Notwithstanding this provision, the Executive may confer in confidence
with his legal representative and make truthful statements as required by law.  The Company agrees to instruct the members of
the Board and its senior executive officers not to defame, disparage or
criticize the Executive in any medium to any person or entity without
limitation in time.


 


B.                                     The
Executive shall continue to make himself available at reasonable times, so as
not to unreasonably interfere with his ongoing business activities, to the
Company Group and to advise the Company Group, at their request, about disputes
with third parties as to which the Executive has knowledge, and, the Executive
agrees to cooperate fully with the Company Group in connection with litigation,
arbitration and similar proceedings (collectively “Dispute Proceedings”)
and to provide testimony with respect to the Executive’s knowledge in any such
Dispute Proceedings involving the Company and or any member of the Company
Group.  In the event that the Executive
is requested by the Company or the Company Group to cooperate as required in
this Section 7B, the Company shall (i) compensate the Executive at a
rate of $1,000 per day and (ii) reimburse the Executive for his reasonable
out-of-pocket travel and lodging expenses.


 


8.                                       Acknowledgment
and Release. 


 


A.                                   In
consideration of the Company’s execution of the Agreement, and except with
respect to the Company’s obligations arising under or preserved in the
Agreement and the Option Agreements, the Executive, for and on behalf of
himself and his heirs and assigns, hereby waives and releases any common law,
statutory or other complaints, claims, charges or causes of action arising out
of or relating to the Executive’s employment or termination of employment with,
or his serving in any capacity in respect of, any member of the Company Group,
both known and unknown, in law or in equity, which the Executive may now have
or ever had against any member of the Company Group or any shareholder,
employee, director or officer of any member of the Company Group (collectively,
the “Releasees”), including, without limitation, any claim for any
severance benefit which but for the Agreement might have been due the Executive
under any previous agreement, including the Employment Agreement, executed by
and between any member of the Company Group and the Executive, and any
complaint, charge or cause of action arising out of his employment with the
Company Group under the Age Discrimination in Employment Act of 1967 (“ADEA,”
a law which prohibits discrimination on the basis of age), the National Labor
Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities
Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee
Retirement Income Security Act of 1974, all as amended; and all other federal,
state and local laws.  By signing the
Agreement the Executive acknowledges that he intends to waive and release any
rights known or unknown he may have against the Releasees under these and any
other laws; provided, that the Executive does not waive or release
claims with respect to the right to enforce the Agreement.


 


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B.                                     The
Executive acknowledges that he has not filed any complaint, charge, claim or
proceeding against any of the Releasees before any local, state or federal
agency, court or other body relating to his employment or the resignation
thereof (each individually a “Proceeding”).  The Executive represents that he is not aware
of any basis on which such a Proceeding could reasonably be instituted.


 


C.                                     The
Executive (i) acknowledges that he will not initiate or cause to be
initiated on his behalf any Proceeding and will not participate in any
Proceeding, in each case, except as required by law; and (ii) waives any
right he may have to benefit in any manner from any relief (whether monetary or
otherwise) arising out of any Proceeding, including any Proceeding conducted by
the Equal Employment Opportunity Commission (“EEOC”).  Further, the Executive understands that by
entering into the Agreement, he will be limiting the availability of certain
remedies that he may have against the Company and also limiting his ability to
pursue certain claims against the Releasees. 
Notwithstanding the above, nothing in this Section 8 shall prevent
the Executive from (i) initiating or causing to be initiated on his behalf
any complaint, charge, claim or proceeding against the Company before any
local, state or federal agency, court or other body challenging the validity of
the waiver of his claims under ADEA contained in Section 8 of the
Agreement (but no other portion of such waiver); or (ii) initiating or
participating in an investigation or proceeding conducted by the EEOC with
respect to ADEA.


 


D.                                    The
Executive acknowledges that he has been given twenty-one (21) days from the
date of receipt of the Agreement to consider all the provisions of the
Agreement and he does hereby knowingly and voluntarily waive said given
twenty-one day period.  THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THE AGREEMENT
CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO CONSULT AN ATTORNEY, AND FULLY
UNDERSTANDS THAT BY SIGNING BELOW HE IS GIVING UP CERTAIN RIGHTS WHICH HE MAY HAVE
TO SUE OR ASSERT A CLAIM AGAINST ANY OF THE RELEASEES, AS DESCRIBED IN THIS SECTION 8
AND THE OTHER PROVISIONS HEREOF.  THE
EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER
WHATSOEVER TO SIGN THE AGREEMENT AND THE EXECUTIVE AGREES TO ALL OF ITS TERMS
VOLUNTARILY.


 


E.                                      The
Executive shall have seven days from the date of his execution of the Agreement
to revoke the Agreement, including the release given under this Section 8
with respect to all claims referred to herein (including, without limitation,
any and all claims arising under ADEA). 
If the Executive revokes the Agreement including, without limitation,
the release given under this Section 8, the Executive will be deemed not
to have accepted the terms of the Agreement, including any action required of
the Company by any Section of the Agreement.


 


F.                                      Notwithstanding
the foregoing, the Executive does not release, discharge or waive any rights to
indemnification that he may have under the By-Laws of the Company, the laws of
the State of Delaware, any indemnification agreement between the Executive and
the Company or any insurance coverage maintained by or on behalf of the
Company.


 


G.                                     Except
as expressly set forth in this Agreement, the Company on behalf of itself and
the members of the Company Group hereby release, remise and acquit the
Executive and his


 


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successors, assigns, heirs and advisers (collectively, the “Executive
Releasees”), jointly and severally, from (i) any and all claims, known
or unknown, which the Company Group has or may have against any of such
Executive Releasees based upon any matter or thing occurring on or prior to the
date of this Agreement; and (ii) any and all liabilities which any of such
Executive Releasees may have to the Company Group arising from or relating to:
the Executive’s employment relationship with or services in any and all
capacities to the Company Group (collectively “Company Claims”).  The Company Group further agrees that neither
the Company nor any member of the Company Group will file or permit to be filed
any such claim.  Notwithstanding the
foregoing, this Section 8G (the Company Group Release) shall not apply to
any Company Claim that the Company Group may have against any of the Executive
Releasees: (i) for the performance by the Executive of his agreements and
other obligations under this Agreement; or (ii) as a result of any
criminal conduct, including any act of fraud, theft or violation of any
governmental regulations or law, committed by the Executive that, individually
or in the aggregate, results, or in the good faith judgment of the Board could
result in material monetary damage to the Company or any member of the Company
Group.


 


9.                                       Availability
of Relief.


 


A.                                   In
the event that the Executive fails to abide by any of the terms of the
Agreement, the Company may, in addition to any other remedies it may have,
terminate any benefits or payments that are subsequently due under the
Agreement, without waiving the release granted herein.


 


B.                                     The
Executive acknowledges and agrees that the remedy at law available to the
Company for breach of any of his post-termination obligations under the
Agreement, including but not limited to his obligations under Sections 5, 6 and
7 of the Agreement, would be inadequate and that damages flowing from such a
breach may not readily be susceptible to being measured in monetary terms.  Accordingly, the Executive acknowledges,
consents and agrees that, in addition to any other rights or remedies which the
Company may have at law, in equity or under the Agreement, upon adequate proof
of his violation of any such provision of the Agreement, the Company shall be
entitled to immediate injunctive relief and may obtain a temporary order
restraining any threatened or further breach, without the necessity of proof of
actual damage and without the requirement of posting a bond.


 


10.                                 Miscellaneous.


 


A.                                   Notices.  Any notice given pursuant to the Agreement to
any party hereto shall be deemed to have been duly given when mailed by
registered or certified mail, return receipt requested, or by overnight
courier, or when hand delivered as follows:


 


If to the Company:


 


Interline Brands, Inc.


801 W Bay Street 


Jacksonville, Florida 
32204


Attention:                 Laurence Howard, Esq.


General Counsel


 


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with a copy to:


 


Paul, Weiss, Rifkind, Wharton & Garrison LLP


1285 Avenue of the Americas


New York, New York 
10019-6064


Attention:                 John Kennedy


 


If to the Executive, to:


 


Mr. Charles Blackmon


155 Violet Place


Eufaula, Alabama 
36027


 


or at such other address as either party shall from time to time
designate by written notice, in the manner provided herein, to the other party
hereto.  The Company agrees that, in
connection with the execution of this Agreement, it will update its books and
records to reflect the above-referenced address as the Executive’s address for
all purposes.


 


B.                                     Successors.  The Agreement shall be binding upon and inure
to the benefit of the Parties, their respective heirs, successors and assigns.


 


C.                                     Taxes.  The Executive shall be responsible for the
payment of any and all required federal, state, local and foreign taxes
incurred, or to be incurred, in connection with any amounts payable to the
Executive under the Agreement. 
Notwithstanding any other provision of the Agreement, the Company may
withhold from amounts payable under the Agreement all federal, state, local and
foreign taxes, including without limitation any applicable employment taxes
that are required to be withheld by applicable laws and regulations.


 


D.                                    Severability.  In the event that any provision of the
Agreement is determined to be invalid or unenforceable, the remaining terms and
conditions of the Agreement shall be unaffected and shall remain in full force
and effect.  In addition, if any
provision is determined to be invalid or unenforceable due to its duration
and/or scope, the duration and/or scope of such provision, as the case may be,
shall be reduced, such reduction shall be to the smallest extent necessary to
comply with applicable law, and such provision shall be enforceable, in its
reduced form, to the fullest extent permitted by applicable law.


 


E.                                      Non-Admission.  Nothing contained in the Agreement shall be
deemed or construed as an admission of wrongdoing or liability on the part of
the Executive or on the part of the Company.


 


F.                                      No
Mitigation.  The Executive shall not
be required to mitigate the amount of any payment provided for pursuant to the
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.


 


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G.                                     Governing
Law/Venue.  The Agreement shall be
governed by, and construed in accordance with the internal laws of the State of
Florida, without regard to principles of conflicts of laws.


 


H.                                    Counterparts.  The Agreement may be executed by one or more
of the Parties hereto on any number of separate counterparts and all such
counterparts shall be deemed to be one and the same instrument.  Each party hereto confirms that any facsimile
copy of such party’s executed counterpart of the Agreement (or its signature page thereof)
shall be deemed to be an executed original thereof.


 


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IN WITNESS WHEREOF, the
undersigned have executed the Agreement on the date first written above.


 


 


	
   

  	
  INTERLINE BRANDS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Michael J. Grebe

  	
   

  
	
   

  	
  Title:

  	
  President and Chief Executive Officer

  	
   

  	
   

  
	
   

  	
  Date:

  	
  03/17/2005

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
       /s/ Charles Blackmon

  	
   

  
	
   

  	
  CHARLES BLACKMON

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  03/17/2005

  	
   

  	
   

  
						



 


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