EXHIBIT
10.11


 


INTERLINE
BRANDS, INC.


2004 EQUITY INCENTIVE PLAN


 


RESTRICTED SHARE UNIT
AGREEMENT


 


THIS RESTRICTED SHARE UNIT AGREEMENT (the “Agreement”)
is made and entered into this        day of                           ,
200    (hereinafter the “Date of Grant”) by and between Interline
Brands, Inc., (the “Company”) and                                     
(the “Participant”).


 


R E C I T A L S:


 


WHEREAS, the Company has adopted the Interline Brands, Inc.
2004 Equity Incentive Plan (the “Plan”), pursuant to which awards of Restricted
Share Units may be granted; and


 


WHEREAS, the Compensation Committee of the Board of
Directors of the Company (the “Committee”) has determined that it is in
the best interests of the Company and its stockholders to grant to the
Participant an award of Restricted Share Units as provided herein and subject
to the terms set forth herein.


 


NOW THEREFORE, for and in consideration of the
premises and the covenants of the parties contained in this Agreement, and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto, for themselves, their successors and assigns,
hereby agree as follows:


 


1.               Grant
of Restricted Share Units.  The
Company hereby grants on the Date of Grant, to the Participant a total of [                  ] Restricted Share Units (the
“Award”) on the terms and conditions set forth in this Agreement and as
otherwise provided in the Plan. Such Restricted Share Units shall be credited
to a separate account maintained for the Participant on the books of the
Company (the “Account”).  On any
given date, the value of each Restricted Share Unit comprising the Award shall
equal the Fair Market Value of one share of Common Stock.  The Award shall vest and settle in accordance
with Section 3 hereof.


 


2.               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 definitions set forth in the Plan.  The Committee shall have final authority to
interpret and construe the Plan and this Agreement and to make any and all
determinations under them, and its decision shall be binding and conclusive
upon the Participant and his legal representative in respect of any questions
arising under the Plan or this Agreement.


 

















 


3.               Terms
and Conditions.


 


(a)                                  Vesting,
Settlement and Forfeiture.  Except as
otherwise provided in the Plan and this Agreement, and contingent upon the Participant’s
continued employment
with the Company, 50% of the Restricted Share Units shall vest on the second
anniversary of the Date of Grant (the “First Service-Based Vesting Date”)
and 50% of the Restricted Share Units shall vest on the third anniversary of
the Date of Grant (the “Second Service-Based Vesting Date”).  On each applicable Service-Based Vesting Date,
the Company shall settle the portion of the Award that is vested on such date and
shall therefore (i) issue and deliver to the Participant one share of
Common Stock for each Restricted Share Unit subject to the Award (the “RSU
Shares”), with any fractional shares paid out in cash (and, upon such
settlement, the Restricted Share Units shall cease to be credited to the
Account) and (ii) enter the Participant’s name as a stockholder of record
with respect to the RSU Shares on the books of the Company.


 


(b)                                 Restrictions.  The Award granted hereunder may not be sold,
pledged or otherwise transferred (other than by will or the laws of decent and
distribution) and may not be subject to lien, garnishment, attachment or other
legal process.  The Participant
acknowledges and agrees that, with respect to each Restricted Share Unit
credited to his Account, he has no voting rights with respect to the Company
unless and until each such Restricted Share Unit is settled in RSU Shares
pursuant to Section 3(a) hereof.


 


(c)                                  Effect
of Termination of Employment.


 


(i)                                     Except
as provided in subsections (ii), (iii) and (iv) of this Section 3(c),
if the Participant’s employment with the Company terminates prior to the Second
Service-Based Vesting Date for any reason, any unvested Restricted Share Units
shall be forfeited without consideration to the Participant.


 


(ii)                                  Upon
the termination of the Participant’s employment with the Company due to his death
or by the Company due to his Disability occurring prior to the Second Service-Based
Vesting Date, all unvested Restricted Share Units shall vest and be settled in
shares of Common Stock as soon as reasonably practicable following the date of
termination.


 


(iii)                               Upon (x) the
termination of the Participant’s employment without Cause or (y) the
Participant’s voluntary termination for “Good Reason” (as that term is defined
in a written employment agreement between the Participant and the Company in
effect at the date of termination, it being understood that if there is no such
employment agreement, or if the employment agreement does not contain a definition
of Good Reason, then Good Reason shall be inapplicable for purposes of this
Agreement), in either case within 24 months following a Change in Control, any
unvested Restricted Share Units outstanding on the date of termination shall
vest and be settled in shares of Common Stock as soon as reasonably practicable
following the date of termination.


 


(iv)                              Upon
the termination of the Participant’s employment for Retirement (as defined
below) prior to the Second Service-Based Vesting Date, any unvested Restricted
Share Units shall vest on the applicable dates on which they would otherwise
have vested in accordance with Section 3(a) had the Participant’s
employment not so terminated, and


 


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such Restricted Share Units shall be settled in shares of Common Stock
as soon as reasonably practicable (but in no event later than 30 days)
following each such applicable date.


 


For purposes of this Agreement, Retirement shall mean the voluntary termination of a
Participant’s employment by the Company after the Participant is fifty-five
(55) years of age and has at least ten (10) years of service with the
Company.


 


(d)                                 Dividends.
 If on any date dividends are paid on
shares of Common Stock (“Shares”) underlying the Award (the “Dividend
Payment Date”), then the number of Restricted Share Units credited to the
Account shall, as of the Dividend Payment Date, be increased by that number of
Restricted Share Units equal to: (a) the product of (i) the number of
Restricted Share Units in the Account as of the Dividend Payment Date and (ii) the
per Share cash amount of such dividend (or, in the case of a dividend payable
in Shares or other property, the per Share equivalent cash value of such
dividend as determined in good faith by the Committee) divided by (b) the
Fair Market Value of a Share on the Dividend Payment Date.  Such additional Restricted Share Units shall
also be subject to the restrictions in Section 3(b) and the other
terms and conditions of this Agreement.


 


(e)                                  Change
in Control.  Notwithstanding anything
in the Plan to the contrary, in the event the Award is not assumed or replaced by
an award of equivalent value upon a Change in Control which occurs prior to the
Second Service-Based Vesting Date, then upon the Change in Control all of the
Restricted Share Units shall vest immediately prior to the Change in Control,
and such Restricted Share Units shall be settled in shares of Common Stock (or
the cash equivalent thereof) as soon as reasonably practicable following the Change
in Control.


 


(f)                                    Taxes
and Withholding.  Upon the settlement
of the Award in accordance with Section 3(a) hereof, the Participant
shall recognize taxable income in respect of the Award and the Company shall
report such taxable income to the appropriate taxing authorities in respect of
the Award as it determines to be necessary and appropriate.  Upon the settlement of the Award in RSU
Shares, the Participant shall be required as a condition of such settlement to
pay to the Company by check or wire transfer the amount of any income, payroll,
or social tax withholding that the Company determines is required; provided
that the Participant may elect to satisfy such tax withholding obligation by
having the Company withhold from the settlement that number of RSU Shares
having a Fair Market Value equal to the amount of such withholding; provided,
further, that the number of RSU Shares that may be so withheld by the
Company shall be limited to that number of RSU Shares having an aggregate Fair
Market Value on the date of such withholding equal to the aggregate amount of
the Participant’s income, payroll and social tax liabilities based upon the
applicable minimum withholding rates.


 


(g)                                 Rights
as a Stockholder.  Upon and following
the First Service-Based Vesting Date and the Second Service-Based Vesting Date,
the Participant shall be the record owner of the RSU Shares settled upon such applicable
date unless and until such shares are sold or otherwise disposed of, and as
record owner shall be entitled to all rights of a common stockholder of the
Company, including, without limitation, voting rights, if any, with respect to
the shares.  Prior to the First
Service-Based Vesting Date or the Second Service-Based


 


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Vesting Date, as
applicable, the Participant shall not be deemed for any purpose to be the owner
of shares of Common Stock underlying the Restricted Share Units.


 


(h)                                 Section 409A
and Timing of Distributions. 
Notwithstanding anything to the contrary in this Agreement:


 


(i)                                     If
the Participant is, or at any time prior to the last date on which it is
possible to become fully vested under this Agreement, may become eligible to
terminate employment and qualify as a Retirement under Section 3(c)(iv) hereof
(a “Retirement Eligible Participant”), then (A) notwithstanding
anything to the contrary in Section 3(e) hereof, a Change in Control
shall not be a distribution event hereunder unless such event satisfies the
definition of a change in the ownership or effective control of a corporation,
or a change in the ownership of a substantial portion of the assets of a
corporation pursuant to Section 409A of the Code and any Treasury
Regulations promulgated thereunder; and (B) the phrase “as soon as
reasonably practicable” (or words of similar import), each time it occurs in
this Agreement, shall be interpreted to mean (if not followed by a more
definitive time for payment):  “as soon
as reasonably practicable (but in no event later than ninety (90) days)”;
provided, that if distribution is in connection with a Change in Control, such
phrase shall be interpreted to mean “immediately prior to or as soon as
reasonable practicable (but in no event later than fourteen (14) days)”.


 


(ii)                                  If
the Participant is not a Retirement Eligible Participant, then the phrase “as
soon as reasonably practicable” (or words of similar import), each time it
occurs in this Agreement, shall be interpreted to mean (if not followed by a
more definitive time for payment):  “as
soon as reasonably practicable (but in no event later than the March 15
next occurring)”; provided, that if distribution is in connection with a Change
in Control, such phrase shall be interpreted to mean “immediately prior to or
as soon as reasonable practicable (but in no event later than fourteen (14)
days)”.


 


4.               Miscellaneous.


 


(a)                                  General
Assets.  All amounts credited to the
Account under this Agreement shall continue for all purposes to be part of the
general assets of the Company, Participant’s interest in the Account shall make
the Participant only a general, unsecured creditor of the Company.


 


(b)                                 Notices.  All notices, demands and other communications
provided for or permitted hereunder shall be made in writing and shall be by
registered or certified first-class mail, return receipt requested, telecopier,
courier service or personal delivery:


 


if to the Company:


 


Interline Brands, Inc.

200 East Park Drive, Suite


Mt. Laurel, NJ 08054


 


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Attention: Annette Ricciuti


 


if to the Participant, at
the Participant’s last known address on file with the Company.


 


All such notices, demands
and other communications shall be deemed to have been duly given when delivered
by hand, if personally delivered; when delivered by courier, if delivered by
commercial courier service; five business days after being deposited in the
mail, postage prepaid, if mailed; and when receipt is mechanically
acknowledged, if telecopied.


 


(c)                                  Severability.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, and each other provision of this
Agreement shall be severable and enforceable to the extent permitted by law.


 


(d)                                 No
Rights to Service.  Nothing contained
in this Agreement shall be construed as giving the Participant any right to be
retained, in any position, as a consultant or director of the Company or its
Affiliates or 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 Participant at any time for any reason whatsoever.


 


(e)                                  Bound
by Plan.  By signing this Agreement,
the Participant 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.


 


(f)                                    Beneficiary.  The Participant may file with the Committee a
written designation of a beneficiary on such form as may be prescribed by the Committee
and may, from time to time, amend or revoke such designation.  If no designated beneficiary survives the
Participant, the executor or administrator of the Participant’s estate shall be
deemed to be the Participant’s beneficiary.


 


(g)                                 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 Participant and the beneficiaries, executors, administrators, heirs and
successors of the Participant.


 


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


 


(i)                                     Governing
Law.  This Agreement shall be construed and interpreted in accordance
with the laws of the State of New York without regard to principles of
conflicts of law thereof, or principals of conflicts of laws of any other
jurisdiction which could cause the application of the laws of any jurisdiction
other than the State of New York.


 


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(j)                                     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.


 


(k)                                  Signature
in Counterparts.  This Agreement may
be signed in counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.


 


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IN WITNESS WHEREOF, the parties
hereto have executed this Agreement.


 


 


	
   

  	
  INTERLINE
  BRANDS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Participant

  



 


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