Exhibit 10.44


 


FORM OF MANAGEMENT RSA


AGREEMENT


INTERLINE
BRANDS, INC. 

2004 EQUITY INCENTIVE PLAN


RESTRICTED
STOCK AWARD AGREEMENT


THIS
RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), dated as of December __,
2004 (the “Date of Grant”), is made by and between Interline Brands,
Inc. (the “Company”), and ______________________(the “Participant”).


NOW, THEREFORE, in
consideration of the mutual covenants hereinafter set forth and for other good
and valuable consideration, the parties hereto agree as follows:


1.             Restricted Stock Award.


(a)           The Award.  Subject to the provisions of this Agreement
and to the provisions of the Plan, the Participant hereby agrees to purchase,
and the Company hereby agrees to sell to the Participant, on the Date of Grant,
______shares of Common Stock (the “Restricted Stock”), at a per share
purchase price of $0.01 per share, which is the par value of one share of
Common Stock (the “Award”).   The
Award is subject to the transfer and forfeiture restrictions described herein
and in the Plan and shall vest and become non-forfeitable in accordance with
Section 2 hereof.


(b)           Incorporation by Reference Etc.  The provisions of the Plan are hereby
incorporated herein by reference. 
Except as otherwise expressly set forth herein, this Agreement shall be
construed in accordance with the provisions of the Plan and any capitalized
terms not otherwise defined in this Agreement shall have the meaning set forth
in the Plan.


2.             Terms and Conditions.


(a)           Vesting.  Contingent upon the Participant’s continued employment
with the Company or its Affiliates, the Restricted Period shall lapse and the
Award shall vest and become non-forfeitable with respect to one-third (1/3) of
the shares of Restricted Stock underlying the Award in respect of the years
ending on each of December 31, 2005, December 31, 2006 and December
31, 2007 (the “Annual Performance Portion”), provided that the
Performance Goal established by the Committee as previously disclosed to the
Participant in writing, with respect to each such annual period have been
attained and the Committee has certified that such Performance Goals have been
attained. The shares underlying the Annual Performance Portion shall be deemed
vested and non-forfeitable on the date the Committee so certifies, which date
shall be no later than thirty (30) days after the Company’s annual audited
financial statements with respect to such year are delivered to the Board.   The period commencing


 

















 


on each of December 31, 2005, December 31, 2006, and
December 31, 2007 and ending on the date the Committee certifies attainment, if
any of such Performance Goals, shall hereinafter be referred to as a “Stub
Period.”


(i)            Special Seven Year Vesting and
Change in Control.  Notwithstanding
any provision in this Agreement to the contrary, and contingent solely upon the
Participant’s continued employment with the Company or its Affiliates,
effective on the seventh (7th) anniversary of the Date of Grant, the
Restricted Period applicable to the Award shall lapse and such Award shall vest
and become non-forfeitable.  In
addition, in the event of a Change in Control while the Participant is employed
with the Company or its Affiliates, the Restricted Period applicable to the
Award shall lapse and such Award shall vest and become non-forfeitable in a
manner and at a time which allows the Participant to participate in the Change
in Control transactions with respect to the shares subject to the Award, in
accordance with Section 13 of the Plan.


(ii)           Termination.  If the Performance-Based Portion of the
Award has not vested as of the date of the Participant’s termination of
employment with the Company or its Affiliates it shall be forfeited as of the
date of such termination without any further consideration being due or owing
to the Participant in respect of such Performance-Based Portion; provided;
however that in the event the Company terminates the Participant’s
employment with the Company or its Affiliate without Cause or the Participant
terminates his employment with the Company or its Affiliates for “Good Reason”
(as such term is defined in any employment agreement entered into by and
between the Company and the Participant in effect on the Date of Grant) during
a Stub Period, and the Committee certifies on the last day of such Stub Period,
that the Performance Goals with respect to the Restricted Period ending
immediately prior to such Stub Period have been attained, the Participant shall
be deemed vested in the Annual Performance Portion, that would have vested had
he been employed on the last day of such Stub Period.


3.             Certificates.


The certificates
evidencing the Restricted Stock, and a stock power executed by the Participant
in blank with respect hereto in the form annexed hereto as Exhibit A,
shall be deposited with an escrow agent designated by the Committee, which may
be the Company (the “Escrow Agent”) until such time as either (i) any
such shares are forfeited in accordance with Section 2 hereof, or (ii) the
restrictions on any such shares lapse in accordance with Section 2 hereof, in which
case any such shares shall be delivered to the Participant in accordance with,
and subject to the limitations of, Section 4 hereof.  The period during which any share of Restricted Stock is held by
the Escrow Agent in accordance with the preceding sentence is referred to
herein as the “Restricted Period” with respect to such share.  The Committee shall cause the Escrow Agent
to issue to the Participant a receipt evidencing the stock certificates held by
the Escrow Agent registered in the name of the Participant.  Each such certificate shall bear the
following


 


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legend until the lapse of
the Restricted Period with respect to the shares represented by such
certificate:


Transfer of
this certificate and the shares represented hereby is restricted pursuant to
the terms of the Interline Brands, Inc. 2004 Equity Incentive Plan and the
Restricted Stock Award Agreement, effective _____, 2004 between Interline
Brands, Inc. and the Participant. 
Copies of the Agreement and Plan are on file at the offices of Interline
Brands, Inc.


In the case of the
Participant’s death, such certificates will be delivered to the beneficiary
designated in writing by the Participant in the form annexed hereto as
Exhibit B, or, in the event no beneficiary has been chosen or such
beneficiary has predeceased the Participant or cannot be located within a
reasonable amount of time (as determined by the Committee), to the Participant
‘s legatee or legatees, or to his personal representatives or distributees, as
the case may be.  To the extent that any
determination must be made to properly effect the delivery of stock
certificates in the event of the Participant ‘s death, such determination shall
be made by the Committee and shall be final and binding and shall completely
discharge the Company from its obligation to deliver stock certificates
hereunder.


4.             Voting and Dividends.


Subject to the
restrictions set forth in this Agreement, from and after the date that the
restrictions lapse pursuant to Section 2 of this Agreement, the
Participant shall possess all incidents of ownership of the shares of
Restricted Stock granted hereunder, including the right to receive dividends or
distributions in cash or in kind with respect to such shares of Restricted
Stock and the right to vote such shares of Restricted Stock, but only with
respect to the shares of Restricted Stock for which such restrictions have
lapsed pursuant to Section 2 hereof.  
If any dividends or such distributions in cash or in-kind are made in
respect of shares of Common Stock prior to the lapse of the restrictions
relating to any shares of Restricted Stock granted hereunder, any such
dividends or distributions made in respect of shares of Restricted Stock as to
which the restrictions have not lapsed shall be paid to the Participant as and
when, and if the restrictions on such shares of Restricted Stock lapse and such
Restricted Stock becomes vested and non-forfeitable.


5.             Changes in Capital Structure.


Subject to the applicable
section of the Plan related to changes in capital structure, the Award shall be
subject to adjustment or substitution, as determined by the Committee in its
sole discretion, as to the number or kind of shares of Common Stock or other
authorized shares of stock of the Company as the Committee may from time to
time authorize for use under the Plan, or as otherwise determined by the
Committee to be equitable (i) in the event of changes in the outstanding Common
Stock or in the capital structure of the Company by reason of stock or
extraordinary cash dividends, stock splits,


 


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reverse stock splits,
recapitalization, reorganizations, mergers, consolidations, combinations,
exchanges, or other relevant changes in capitalization occurring after the Date
of Grant of the Award or (ii) in the event of any change in applicable laws or
any change in circumstances which results in or would result in any substantial
dilution or enlargement of the rights granted to, or available for, the
Participant, or which otherwise warrants equitable adjustment because it
interferes with the intended operation of the Award and/or the Plan, to the end
that after such event the Participant’s proportionate interest shall be
maintained as before the occurrence of such event.


6.             Nontransferability.


No share of Restricted
Stock may at any time prior to the date the applicable Restricted Period has
lapsed and the shares have become vested pursuant to Section 2 hereof be
assigned, alienated, pledged, attached, sold or otherwise transferred or
encumbered by the Participant except in accordance with the applicable
provisions of this Agreement and any such purported assignment, alienation,
pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable
against the Company.


7.             Other
Restrictions.


The Restricted Stock
shall be subject to the requirement that, if at any time the Committee shall
determine that (i) the listing, registration or qualification of the shares of
Common Stock underlying the Award upon any securities exchange or under any
state or federal law, (ii) the consent or approval of any government regulatory
body, or (iii) an agreement by the Participant with respect to the disposition
of shares of Common Stock is necessary or desirable as a condition of, or in
connection with, the delivery or purchase of the shares subject to the Award,
then in any such event, the grant of Restricted Stock shall not be effective
unless and until such listing, registration, qualification, consent, approval
or agreement shall have been effected or obtained free of any conditions not
acceptable to the Committee.


8.             Taxation, Withholding; 83(b) Election.  The Participant agrees to make appropriate
arrangements with the Company for satisfaction of any applicable federal, state
or local income tax, withholding requirements or like requirements, including
the payment to the Company upon the vesting of shares of Restricted Stock (or
such later date as may be applicable under Section 83 of the Code), or other
settlement in respect of, the Restricted Stock of all such taxes and
requirements and the Company shall be authorized to take such action as may be
necessary in the opinion of the Company’s counsel (including, without
limitation, withholding amounts from any compensation or other amount owing
from the Company to the Participant) to satisfy all obligations for the payment
of such taxes.  Notwithstanding
the foregoing, upon the lapse of the restrictions set forth in Section 2 of the
Agreement, the Company shall withhold shares of Common Stock otherwise
deliverable to the Participant in respect of the Restricted Stock in an amount
equal to the highest amount permitted with respect to supplemental wages under
Section 3402 of the Code and the regulations issued thereunder (using the
regular payroll method or the flat rate method, whichever results in greater
withholding amounts), but


 


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only to the extent that such
withholding will not result in subjecting this Award or the Tax Option (as
heretofore defined) to variable accounting treatment. 
On the day following the lapse of the applicable restrictions set forth
in Section 2 of this Agreement, the Company shall grant to the Participant an
option to purchase a number of shares of Common Stock (the “Tax Option”)
equal to the number of shares of Common Stock so withheld.  Such Tax Option shall (i) be a Nonqualified
Stock Option, (ii) have an Option Price equal to Fair Market Value of a share
of Common Stock on the date it is granted, and (iii) contingent upon the
Participant’s continued employment with the Company, vest (x) in four (4) equal
installments on each of the first, second, third and fourth anniversaries of
the date it is granted and (y) 100% upon a Change in Control.  Such Tax Option shall be governed by the
Plan and by such other terms and conditions as may be set forth in an award
agreement to be entered into at the time of its grant, including, without
limitation, (x) post termination exercise period provisions that are no less
favorable to the Participant than the provisions contained in the Nonqualified
Stock Option Agreement entered between the Company and the Participant on the
Date of Grant and (y) transfer restrictions on the shares of Common Stock
acquired upon the exercise of the Tax Option but only to the extent the
Committee determines necessary to comply with the rules, regulations or listing
standards of the applicable securities exchange or federal or state law.  Notwithstanding the foregoing, the
Participant shall not be granted a Tax Option with respect to shares withheld
from (i) the Award, if he is not employed with the Company on the date such
shares are so withheld or (ii) with respect to any portion of the Award that
vests and becomes non-forfeitable solely on account of Section 2(a)(i)
hereof.  Notwithstanding the foregoing,
the Participant may make an election pursuant to Section 83(b) of the Code
in respect of the Restricted Stock and, if he does so, he shall timely notify
the Company of such election and send the Company a copy thereof.  In the event the Participant makes an
election pursuant to Section 83(b) of the Code, he shall not be granted a Tax
Option.  The Participant shall be solely
responsible for properly and timely completing and filing any such election.


9.             No Effect on Employment.   Neither this Agreement nor the Award
granted hereunder shall confer upon the Participant any right to, or impose
upon the Participant any obligation of, continued employment with the Company and
shall not in any way modify or restrict any right the Company may otherwise
have to terminate such employment.


10.           Notices. Any notice hereunder
to any party shall be effective upon receipt (or refusal of receipt) and shall
be in writing and delivered personally or sent by telecopy, or certified or
registered mail, postage prepaid, as follows:


If to the Company:


Interline Brands, Inc. 

801 West Bay Street

Jacksonville, FL 32204

Attention:  General Counsel


 


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If to the Participant, to
the address set forth on the signature page hereto or at any other address as
any party shall have specified by notice in writing to the other party.


11.           Miscellaneous.  This Agreement, together with the Plan,
constitutes the entire agreement of the parties with respect to the subject
matter hereof and may not be modified or amended except by a written agreement
signed by the Company and Participant. 
In the event that any provision of this Agreement shall conflict with
any provision of the Plan, the provision of the Plan shall control, except to
the extent that the same would violate applicable law.


(a)           Except as otherwise expressly
provided herein, this Agreement shall be binding upon and inure to the benefit
of the Company and its successors and assigns and the Participant and his heirs
and personal representatives.


(b)           If any provision of this Agreement
shall be invalid or unenforceable, such invalidity or unenforceability shall
attach only to such provision and shall not in any manner affect or render
invalid or unenforceable any other severable provision of this Agreement, and
this Agreement shall be carried out as if any such invalid or unenforceable
provision were not contained herein.


(c)           Words in the singular shall be read
and construed as though in the plural and words in the plural shall be read and
construed as though in the singular in all cases where they would so apply.


(d)           This Agreement may be executed in one
or more counterparts, all of which taken together shall be deemed one original.


(e)           This Agreement shall be deemed to be
a contract under the laws of the State of New York and for all purposes shall
be construed and enforced in accordance with the internal laws of said state
without regard to the principles of conflicts of law.


[Signature page follows]


 


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IN WITNESS WHEREOF, this
Agreement has been executed and delivered by the parties, effective as of the
day and year first written above.


 


	
   

  	
  INTERLINE BRANDS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Participant

  
	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


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Exhibit A


STOCK POWER


 


For value received, I hereby
sell, assign and transfer unto _________________________


______ shares of the Common
Stock of Interline Brands, Inc. __________________ standing in my name on the
books of said Company represented by Certificate(s) Number(s) _________________
herewith, and do hereby irrevocably constitute and appoint ____________________
attorney to transfer the said stock on the books of said Company with full
power of substitute in the premises.


 


 


 


Date:______________________________________


 


Printed Name:_______________________________


 


Social Security
Number:_______________________


 


Signature:___________________________________


 


Witness
Signature:____________________________


 


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Exhibit B


BENEFICIARY DESIGNATION FORM


WHEREAS, pursuant to the terms of the
Interline Brands, Inc. 2004 Equity Incentive Plan (the “Plan”),  Interline Brands, Inc. (the “Company”)
has awarded, __________ shares of common stock of the Company, par value $0.01
per share (“Common Stock”), at a purchase price per share equal to the
par value of the Common Stock, which shares are subject to certain restrictions
as described in the Plan and a Restricted Stock Award Agreement between the
Participant and the Company dated _________(the “Restricted Stock”);


WHEREAS,
the Restricted Stock Award Agreement provides that, in the case of the
Participant ‘s death, the certificates evidencing the Restricted Stock will be
delivered to a beneficiary designated in writing by the Participant on this
Beneficiary Designation Form;


NOW THEREFORE, the Participant hereby
designates the individual listed below as the designated beneficiary of the
Restricted Stock.


	
   

  	
   

  	
   

  
	
  Participant

  	
   

  	
   

  
	
   

  	
   

  	
  Beneficiary’s Name and Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Relationship to the Participant:

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


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