Exhibit 10.45


 


FORM OF OPTION AGREEMENT


FOR NON-EMPLOYEE DIRECTORS


INTERLINE BRANDS, INC.


2004 EQUITY INCENTIVE
PLAN


NONQUALIFIED STOCK OPTION
AGREEMENT


THIS OPTION AGREEMENT
(the “Agreement”), dated as of December__, 2004  (the “Date of Grant”) is made by and
between Interline Brands, Inc. (the “Company”) and _________ (the “Optionee”).


W I T N
E S S E T H:


1.             Grant of Option.


(a)           The Option.  The Company hereby grants to the Optionee an
option (the “Option”) to purchase __________ shares of Common Stock on the
terms and conditions set forth in this Agreement and as otherwise provided in
the Plan.  This Option is not intended
to be treated as an Incentive Stock Option, as such term is defined in Section
422 of the Internal Revenue Code of 1986, as amended.


(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)           Purchase Price.  The price at which the Optionee shall be
entitled to purchase shares of Common Stock upon the exercise of all or any
portion of this Option shall be $____ per share.  Shares of Common Stock acquired upon the exercise of the Option
shall hereinafter be referred to as “Option Shares.”


(b)           Expiration Date.  The Option shall expire at 11:59 p.m.
Eastern Standard Time on the tenth anniversary of the Date of Grant (the “Expiration
Date”).


(c)           Exercisability of Option.  The Option shall be immediately vested and
exercisable on the Date of Grant.


(d)           Restrictions on Transfer of Option
Shares.  The Optionee may not
assign, alienate, pledge, attach, sell or otherwise transfer or encumber the
Options Shares (a “Transfer”) and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance shall be void and
unenforceable against the Company; provided;  however that the
Optionee may Transfer (i) (A) 50% of the Option


 

















 


Shares underlying the Option on the first anniversary
of the Date of Grant and (B) 100% of the Option Shares underlying the
Option on the second anniversary of the Date of Grant (the “Lapse Date”);
(ii) subject to, and in accordance with Section 2(e) hereof, a sufficient
number of Option Shares to satisfy the aggregate Option Price in connection
with the Optionee’s exercise of all or a portion of the Option pursuant to
Section 2(e) hereof; and (iii) a sufficient number of Option Shares to satisfy
the Optionee’s obligations pursuant to Section 3 hereof (taxes) in connection
with the Optionee’s exercise of all or a portion of the Option in a manner set
forth in Section 2(e) hereof.


(e)           Method of Exercise.  The Option may be exercised only by written
notice, in a form to be provided by the Committee, and delivered to the Company
in person or sent by mail in accordance with Section 4(a) hereof and, in
either case, accompanied by payment therefor. 
The Option Price shall be payable (i) in cash and/or shares of Stock
valued at the Fair Market Value at the time the Option is exercised (including
by means of attestation of ownership of a sufficient number of shares of Stock
in lieu of actual delivery of such shares to the Company); provided,
that such shares of Stock are Mature Shares, (ii) in the discretion of the
Committee, either (A) in other property having a fair market value on the date
of exercise equal to the Option Price or (B) by delivering to the Committee a
copy of irrevocable instructions to a stockbroker to deliver promptly to the
Company an amount of loan proceeds, or proceeds from the sale of the Option
Shares subject to the Option, sufficient to pay the Option Price or (iii) by
such other method as the Committee may allow. 
Notwithstanding the foregoing, in no event shall a Participant be
permitted to exercise an Option in the manner described in clause (ii) of the
preceding sentences if the Committee determines that exercising an Option in
such manner would violate the Sarbanes-Oxley Act of 2002, any other applicable
law or the applicable rules and regulations of the Securities and Exchange
Commission, the applicable rules and regulations of any securities exchange or
inter-dealer quotation system on which the securities of the Company or any of
its Affiliates are listed or traded.


(f)            Exercise Upon Termination of
Service.  In the event that the
Optionee ceases to be in the service of the Company and its Affiliates, the
Option held by the Optionee (to the extent then outstanding) shall remain
exercisable until the earlier of (x) the Expiration Date or (y) a period of
one-hundred twenty (120) days following such termination of service, and shall
thereafter terminate without further consideration to the Optionee; provided; however
that (I) if the Optionee’s service with the Company or its
Affiliates is terminated by the Company on account of the Optionee’s gross
misconduct, as determined by the Board in good faith, the Option shall expire
on the date of such termination and (II) if the Optionee’s service with the
Company shall terminate on account of his death or Disability then the Option
shall remain exercisable until the earlier of (x) the Expiration Date or (y) a
period of one year following his death.


(g)           Transferability.  The Option may not be assigned, alienated,
pledged, attached, sold or otherwise transferred or encumbered by the Optionee
other than by will or by the laws of descent and distribution, and any such
purported assignment, alienation, pledge, attachment, sale, transfer or
encumbrance shall be void and unenforceable against the Company; provided,
that, the designation of a beneficiary


 


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shall not constitute an assignment, alienation,
pledge, attachment, sale, transfer or encumbrance.  No such permitted transfer of the Option to heirs or legatees of
the Optionee shall be effective to bind the Company unless the Committee shall
have been furnished with written notice thereof and a copy of such evidence as
the Committee may deem necessary to establish the validity of the transfer and
the acceptance by the transferee or transferees of the terms and conditions
hereof.  During the Optionee’s lifetime,
the Option is exercisable only by the Optionee or his or her legal
representative.


(h)           Rights as Stockholder.  The Optionee shall not be deemed for any
purpose to be the owner of any of the Option Shares subject to this Option
unless, until and to the extent that (i) the Option shall have been
exercised pursuant to its terms and (ii) the Company shall have issued and
delivered to the Optionee the Option Shares.


3.             Withholding Taxes.


(a)           As a condition of the exercise of the Option,
the Optionee shall pay to the Company or make arrangements
satisfactory to the Committee regarding payment of any federal, state or local
taxes of any kind required by law to be withheld upon the exercise of the
Option and the Company shall, to the extent permitted or required by law, have
the right to deduct from any payment of any kind otherwise due to the Optionee,
federal, state and local taxes of any kind required by law to withheld upon the
exercise of the Option.


(b)           Without limiting the generality of
clause (a) above, the Optionee may satisfy, in whole or in part, the foregoing
withholding liability (but no more than the minimum required withholding
liability) by (i) the delivery of Mature Shares owned by the Participant having
a Fair Market Value equal to such withholding liability or (ii) having the Company
withhold from the Option Shares otherwise issuable pursuant to the exercise of
the Option a number of shares with a Fair Market Value equal to such
withholding liability.


4.             Miscellaneous.


(a)           Notices.  Any and all notices, designations, consents,
offers, acceptances and any other communications provided for herein shall be
given in writing and shall be delivered either personally or by registered or
certified mail, postage prepaid, which shall be addressed, in the case of the
Company to the Secretary of the Company at the principal office of the Company
and, in the case of the Optionee, to Optionee’s address appearing on the books
of the Company or to Optionee’s residence or to such other address as may be
designated in writing by the Optionee.


(b)           No Right to Continued Service.  Nothing in the Plan or in this Agreement
shall confer upon the Optionee any right to continue in the service of the
Company or its Affiliates shall interfere with or restrict in any way the right
of the Company or its Affiliates, which are hereby expressly reserved, to
remove, terminate or discharge the Optionee at any time for any reason
whatsoever.


 


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(c)           Bound by Plan.  By signing this Agreement, the Optionee
acknowledges that he has received a copy of the Plan and has had an opportunity
to review the Plan and agrees to be bound by all the terms and provisions of
the Plan.


(d)           Successors.  The terms of this Agreement shall be binding
upon and inure to the benefit of the Company, its successors and assigns, and
of the Optionee and the beneficiaries, executors, administrators, heirs and
successors of the Optionee.


(e)           Invalid Provision.  The invalidity or unenforceability of any
particular provision hereof shall not affect the other provisions hereof, and
this Agreement shall be construed in all respects as if such invalid or
unenforceable provision had been omitted.


(f)            Modifications.  No change, modification or waiver of any
provision of this Agreement shall be valid unless the same be in writing and
signed by the parties hereto.


(g)           Entire Agreement.  This Agreement and the Plan contain the
agreement and understanding of the parties hereto with respect to the subject
matter contained herein and therein and supersede all prior communications,
representations and negotiations in respect thereto.


(h)           Governing Law.  This Agreement and the rights of the
Optionee hereunder shall be construed and determined in accordance with the
laws of the State of New York.


(i)            Headings.  The headings of the Sections hereof are
provided for convenience only and are not to serve as a basis for
interpretation or construction, and shall not constitute a part, of this
Agreement.


(j)            Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


[Signature
page follows]


 


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IN WITNESS WHEREOF, this
Agreement has been executed and delivered by the parties hereto on the first
set forth above.


	
   

  	
  INTERLINE BRANDS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Participant

  
	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


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