Exhibit 10.46


 


NON EMPLOYEE DIRECTORS RSA


 


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 nonforfeitable 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
service as a director on the Board, the Restricted Period shall lapse and the
Award shall vest and become non-forfeitable, with respect to fifty percent
(50%) of the shares of Restricted Stock underlying the Award on each of the
first and second anniversaries of the Date of Grant.  In addition, while the Participant serves as a director on the
Board, in the event of a Change in Control, the Restricted Period shall lapse
and the 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
transaction with respect to the shares subject to the Award in accordance with
Section 13 of the Plan.


(b)           Termination.  If the Award has not vested as of the date
of the Participant’s termination of service as a director on the Company’s
Board 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 Award.


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 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


 


2

















 


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, 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 becoming 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,


 


3

















 


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, 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.  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


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.


 


4

















 


(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]


 


5

















 


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:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


6

















 


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:____________________________


 


7

















 


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:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


8