EXHIBIT
10.28


 


FIRST
AMENDMENT TO EMPLOYMENT 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 New Jersey corporation (“Company”),
and Kenneth D. Sweder (“Executive”).


 


WHEREAS, the
Executive is currently an employee of the Company; and


 


WHEREAS, the
Company and the Executive desire to amend the employment agreement entered into
by, and between the parties, dated as of April 30, 2007 (the “Employment
Agreement”) and enter into certain additional agreements; and


 


WHEREAS, the
Company considers it essential to its best interests and the best interests of
its stockholders to provide for the continued employment of the Executive by
the Company and to amend the Employment Agreement; and


 


WHEREAS, the
Executive is willing to accept and continue his employment on the terms
hereinafter set forth in this 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 2(a) of
the Employment Agreement is hereby deleted in its entirety and shall be
replaced with the following provisions and incorporated into the Employment
Agreement as the new and substituted Section 2(a):


 


“(a)         Executive shall serve
as Executive Vice
President and Chief Operating Officer of the Company.  In such position, Executive shall have such
duties and authority as are customarily associated with such position and
agrees to perform such duties and functions as shall from time to time be
assigned or delegated to Executive by the Chief Executive Officer of the
Company or his designee.  Executive’s
principal place of employment shall be at the Company’s headquarters in
Jacksonville, Florida.”


 


2.            Effective
as of the Effective Date, Executive’s annual base salary shall be increased to
$350,000.


 


3.            Effective
as of the Effective Date, Executive’s Target Bonus (for purposes of the
Employment Agreement) shall be increased to an amount equal to 75% of Executive’s
annual base salary.


 


4.            Executive
shall be granted on or as soon as practicable following the Effective Date an
award for 40,551 restricted share units with respect to the Company’s Common
Stock that will be subject to forfeiture provisions and such other terms and
conditions as are set forth in the restricted share unit agreement being
entered 


 

















 


into concurrently herewith by the Company and Executive, which
agreement is attached hereto as Exhibit A.


 


5.             The
Employment Agreement is hereby amended by adding Section 10 to the
Employment Agreement to read in its entirety as follows:


 


“10.         Stock Ownership
Guidelines.  Executive agrees to
comply with the Company’s Executive Stock Ownership Policy at the level(s) applicable
to individuals considered “Senior Executive Officers” for purposes of such
Policy.”


 


6.             Section 12(c) of
the Employment Agreement is hereby amended by deleting each reference to “twelve
(12)” and replacing it with “eighteen (18)”.


 


7.             Section 12(e) of
the Employment Agreement shall be amended by deleting the word “primary” in
clause (ii) thereof and replacing it with “principal”.


 


8.             Section 12(f) of
the Employment Agreement is hereby amended to read in its entirety as follows:


 


“(f)          Benefits/Release.  In addition to any amounts which may be
payable following a termination of employment pursuant to one of the paragraphs
of this Section 12, Executive or Executive’s beneficiaries shall be
entitled to receive any benefits that may be provided for under the terms of an
employee benefit plan in which Executive is participating at the time of
termination.  Notwithstanding any other
provision of this Agreement to the contrary, Executive acknowledges and agrees
that any and all payments, other than the payment of any accrued and unpaid
Base Salary and Benefits, to which Executive is entitled under this Section 12
are conditioned upon and subject to Executive’s execution of a general waiver
and release, in such form as may be prepared by the Company’s attorneys, which
has become effective in accordance with its terms, of all claims and issues
arising under the Employment Agreement, except for such matters covered by
provisions of this Agreement which expressly survive the termination of this
Agreement (the “Release”).”


 


9.             Section 13(a)(i) of
the Employment Agreement is hereby amended to read in its entirety as follows:


 


“(i)          During the
Employment Term and, 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, (i) 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, (ii) 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 


 


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employment, (iii) 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 (iv) 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.”


 


10.                               Section 17(a) of
the Employment Agreement is hereby amended to read in its entirety as follows:


 


“(a)                            Governing
Law; Consent to Jurisdiction.


 


(i)            This Agreement shall be governed by
and construed in accordance with the laws of the State of Florida without
regard to its conflicts of law doctrine.


 


(ii)           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.”


 


11.                               The
Employment Agreement is hereby further amended by deleting each reference to
the position of “President” and replacing it with “Chief Executive Officer”.


 


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


 


13.                               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.


 


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  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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