EXHIBIT
10.31


 


FIRST
AMENDMENT TO CHANGE IN CONTROL 

SEVERANCE AGREEMENT


 


THIS AGREEMENT (“Agreement”) is made and
entered into this 20th day of October, 2008 (the “Effective Date”),
by and between INTERLINE BRANDS, INC., a Delaware corporation (“Company”),
and Kenneth D. Sweder (“Executive”).


 


WHEREAS, the Company and the Executive desire
to amend the Change in Control Severance Agreement entered into by, and between
the parties, dated as of April 30, 2007 (the “Change in Control
Agreement”).


 


NOW,
THEREFORE, in
consideration of the premises contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Company and Executive agree as follows:


 


1.                                       Section 3(a)(ii) of
the Change in Control Agreement is hereby amended by deleting each reference to
“one and one-half (1.5)” and replacing it with “one and three-quarters (1.75)”.


 


2.                                       Section 3(b) of
the Change in Control Agreement is hereby amended by deleting the reference to “eighteen
(18)” and replacing it with “twenty-one (21)”.


 


3.                                       Section 8(a)(i) of
the Change in Control Agreement is hereby amended to read in its entirety as
follows:


 


“(i)                               For
a period ending on the expiration of two years following the termination of
Executive’s employment (the “Restricted Period”), Executive will not
directly or indirectly, (A) engage in any business for Executive’s own
account that competes with the business of the Company as of the date of
termination of the Executive’s employment, (B) enter the employ of, or render
any services to, any person engaged in any business that competes with the
business of the Company as of the date of termination of the Executive’s
employment, (C) 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 as of the date of termination of the Executive’s
employment, directly or indirectly, as an individual, partner, shareholder,
officer, director, principal, agent, trustee or consultant, or (D) interfere
with business relationships (whether formed before or after the date of this
Agreement) between the Company or any of its Affiliates that are engaged in a
business similar to the business of the Company as of the date of termination
of the Executive’s employment (the “Company Affiliates”) and customers or
suppliers of the Company or the Company Affiliates.”


 


4.                                       Sections
16 and 17 of the Change in Control Agreement are hereby renumbered as Sections
17 and 18.  A new Section 16 of the
Change in Control is hereby added to read in its entirety as follows:


 

















 


“16.                           Consent
to Jurisdiction.  Except as otherwise
specifically provided herein, Executive and the Company each hereby irrevocably
submits to the exclusive jurisdiction of any state or federal court serving
Duval County, Florida over any dispute arising out of or relating to this
Agreement.”


 


5.                                       Except
as modified or amended herein, the Change in Control Agreement remains in full
force and effect.  Nothing contained
herein invalidates or shall impair or release any covenant, condition or
stipulation in the Change in Control Agreement, and the same, except as herein
modified and amended, shall continue in full force and effect.


 


6.                                       This
Agreement may be executed in one or more counterparts, each of which shall
constitute an original and all of which taken together shall constitute one
Agreement.  The parties specifically
agree that facsimile signatures are acceptable and permitted and shall be
considered original and authentic.  Each
party executing this Agreement represents that such party has the full
authority and legal power to do so.


 


IN
WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.


 


 


	
   

  	
  INTERLINE
  BRANDS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael J. Grebe

  
	
   

  	
   

  	
  Name:

  	
  Michael
  Grebe

  
	
   

  	
   

  	
  Title:

  	
  Chairman &
  Chief Executive

  
	
   

  	
   

  	
   

  	
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kenneth D. Sweder

  
	
   

  	
   

  	
  Name:

  	
  Kenneth
  D. Sweder

  



 


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