EX-10.43




 Exhibit 10.43 
 March 21, 2011 
 Steven Margolius 
 108 Water Links Drive 
 Chapin, SC 29036 
 Dear Steve, 
 Congratulations! This will confirm HD Supply, Inc.’s offer of employment
effective April 4, 2011 in the position of Chief Executive Officer of Electrical and Chief Commercial Officer for HD Supply reporting directly to me. The position is based in Atlanta, Georgia. Your initial base annual salary will be $385,000
payable in equal bi-weekly installments. Your first salary review will be in April 2012, with salary reviews held annually thereafter. 
 In
addition to your base salary, you will participate in the Management Incentive Program, which provides a target incentive of 60% of your base salary based upon achieving established goals. Your actual payout will be calculated based on performance
which may include Company performance, line of business performance and/or individual performance. The incentive if any will be prorated based on the number of full months in your new position. To be eligible for payment of any incentive, you must
be employed on the day on which the incentive is paid. The Company reserves the right to change these plans at anytime. 
 In addition to the
compensation outlined above, we will award you a $75,000 gross signing bonus. This will be payable to you within 30 days of your hire date. In the event that you voluntarily terminate your service with HD Supply within your first two years of
employment, you will, at the Company’s discretion, be required to repay a prorated portion of the signing bonus outlined in this paragraph. 
 In addition to your base salary and your Annual Bonus Plan, you have been selected and will participate in the Management Equity Plan (MEP), subject to Board approval. You will be provided an
opportunity to receive a Stock Option Award of 566,042 options at the time the Board reviews and approves your Offering 
 Our standard vacation
policy will be waived and you will be entitled to up to four (4) weeks of vacation during your first through fourth year of employment with HD Supply. Your vacation will accrue each pay period. Thereafter, you will receive vacation in
accordance with the HD Supply standard vacation policy. Should you leave the employment of the Company at any time you will be paid for accrued but unused vacation strictly in accordance with HD Supply’s standard vacation policy. 

HD Supply offers a competitive benefits package of health & welfare, financial, paid time-off and work/life benefit programs for our associates
and their eligible dependents that support our focus as an employer of choice. When you start work with the Company you will be immediately eligible to participate in the HD Supply Health and Welfare Plan - which includes Medical, Dental, Pharmacy,
Vision, Spending Accounts, Life, AD&D, Disability and 








 
voluntary group benefit programs. You will receive more information about all benefits the Company offers during your orientation and in your personalized enrollment kit, which will be mailed to
your home within 2-3 weeks after your first day of active employment. Please be advised that you must enroll within 30 days from the date indicated on your personalized enrollment worksheet. 
 In addition to the standard benefits package for salaried associates, as an executive of the Company, you will be eligible to participate in the Supplemental Executive Benefits Program. This will include
immediate eligibility for the Executive Vehicle Program. Further information will be available upon your acceptance of employment. 
 HD Supply
offers a comprehensive executive relocation plan and additional information is contained in your offer package. If you have questions regarding any of the relocation benefits, you may call Deirdre Force at (770) 852-9264. 

You agree that you shall not, without the prior express written consent of an officer of the Company, engage in or have any financial or other interests
in, or render any service in any capacity to any competitor or supplier of the Company during the course of your employment with the Company. Notwithstanding the foregoing, you shall not be restricted from owning securities of corporations listed on
a national securities exchange or regularly traded by national securities dealers, provided that such investment does not exceed 1% of the market value of the outstanding securities of such corporation. The provisions of this paragraph shall apply
to you and your immediate family. 
 You have stated that you have not agreed to and are not subject to any covenant not to compete with any
prior employer. You understand that it is not the intention of HD Supply to receive or obtain any trade secrets of others. Accordingly, you agree that you will not disclose or use during the period of your employment with HD Supply any proprietary
information or confidential information which you may have acquired because of employment with an employer other than HD Supply. Further, you agree that you will not bring HD Supply any documents in any form containing proprietary or confidential
information from a prior employer. In the event your employment with HD Supply is terminated for any reason, you agree not to disclose any HD Supply proprietary or confidential information to any future employer or third party or to take copies in
any form of any documents containing such information. 
 You also agree that for a period of two years following your Termination Date, you
will not directly or indirectly solicit or attempt to solicit any business related to the business of the Company existing as of your Termination Date from any of the Company’s customers or suppliers with whom you had business contact or about
whom you received Confidential Information during the one year period prior to your Termination Date. 
 Further, you agree that for a period of
two years following your Termination Date, you will not directly or indirectly solicit any person who is an employee of the Company to terminate his or her relationship with the Company without prior written approval from the SVP of Human Resources
of the Company. 
 You agree that you will not, for a period of 24 months following the Termination Date (“Non-competition Period”),
enter into or maintain an employment, contractual, or other relationship, either directly or indirectly, to provide services in the same or similar manner as you perform for the Company to any company or entity engaged in any way in a business that
competes directly or indirectly with the Company, its parents, subsidiaries, affiliates or related entities, in any state in which you have worked for the Company prior to the Termination Date. Consult your Line of Business Attorney regarding any
applicable geographic restrictions. 
 This is a conditional offer of employment contingent on a background check and drug test results. As a
condition to your employment, you must take and pass a drug test and pass the background check. A positive test result or failure to pass the background check will result in the denial of your employment. Testing must be done within 48 hours from
receipt of this letter. Enclosed is information regarding your drug test. 








 Please note that you will also be required to complete an I-9 form at the commencement of your employment
and that your continued employment will be conditioned upon your satisfactory completion of that form. 
 This letter should not be construed,
nor is it intended to be a contract of employment for a specified period of time. 
 We are pleased to welcome you back to the HD Supply team.

  

	
	Sincerely,
	
	/s/ Joe DeAngelo
	 Joe DeAngelo
 Chief Executive
Officer


 JD/me 

Enclosures 
  

			
	pc:	  	Deirdre Force

 I accept this offer of employment. 
  

							
	 /s/ Steven Margolius
	 		 	 3/23/2011

			
	Steven Margolius	 		 	Date