Exhibit 10.6


 


INTERLINE BRANDS, INC.


 


2004 EQUITY INCENTIVE PLAN


 


NONQUALIFIED STOCK OPTION
AGREEMENT


 


THIS NONQUALIFIED STOCK OPTION AGREEMENT (the “Agreement”)
is made and entered into this         
day of                   ,
200     (the “Date of Grant”) 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 seventh anniversary of the Date of
Grant (the “Expiration Date”).


 


(c)                                  Exercisability
of Option.  Subject to the Optionee’s
continued employment with the Company or an Affiliate, the Option shall become
vested and exercisable as to twenty-five percent (25%) of the Option Shares
subject thereto on each of the first, second, third and fourth anniversaries of
the Date of Grant.


 


(d)                                 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), (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 an Optionee 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.


 


(e)                                  Exercise
Upon Termination of Employment.  In
the event that the Optionee ceases to be employed by the Company and its Affiliates
the Option held by the Optionee (to the extent then outstanding) shall
terminate as follows:


 


(i)                                     Without
Cause or by the Optionee.   If the
Company or its Affiliates terminates the Optionee’s employment with the Company
or its Affiliates without Cause (other than due to Disability) or the Optionee
resigns for “Good Reason” (as such term is defined in any employment agreement
entered into by and between the Company and the Optionee in effect on the Date
of Grant), then the unvested portion of the Option shall expire on the date of
termination and the vested portion of the Option shall remain exercisable by
the Optionee through the earlier of (x) the Expiration Date or (y) a
period of one-hundred twenty (120) days following such termination of
employment, and shall thereafter terminate without further consideration to the
Optionee.  If the Optionee’s employment
with the Company or its Affiliates is terminated by the Optionee without Good
Reason (other than due to Retirement), the unvested portion of the Option shall
expire on the date of termination and the vested portion of the Option shall
remain exercisable by the Optionee through the earlier of (x) the
Expiration Date or (y) a period of ninety (90) days following such
termination of employment, and shall thereafter terminate without further
consideration to the Optionee.


 


(ii)                                  For
Cause.  If the Optionee’s employment with
the Company or its Affiliates is terminated by the Company or its Affiliates for
Cause, then the both the unvested and the vested portions of the Option shall
terminate and expire on the date of such termination of employment without
further consideration to the Optionee.


 


(iii)                               Death
or Disability.  If the Optionee’s
employment with the Company or its Affiliates is terminated due to the Optionee’s
death or by


 


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the Company due to
Disability, then the unvested portion of the Option shall immediately vest on
the date of termination and the Option shall remain exercisable by the Optionee
(or the Optionee’s estate or beneficiary, as applicable) through the earlier of
(x) the Expiration Date or (y) the first anniversary of such date of
termination.


 


(iv)                              Retirement.  If the Optionee’s employment with the Company
or its Affiliates is terminated due to the Optionee’s Retirement (as defined
below), then the unvested portion of the Option shall continue to vest in
accordance with Section 2(c) of this Agreement; provided, however,
that Optionee has been employed by the Company for at least one year from the
Date of Grant, and each portion of the Option once vested shall remain exercisable
by the Optionee through the earlier of (x) the Expiration Date or (y) a
period of one-hundred twenty (120) days following the fourth anniversary of the
Date of Grant; provided, however, that (y) shall not be less
than one year from the date of Optionee’s Retirement. For purposes of this
Agreement, Retirement shall mean the
voluntary termination of an Optionee’s employment by the Company after the
Optionee is fifty-five (55) years of age and has at least ten (10) years
of service with the Company.


 


(f)                                    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 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 Optionee’s
legal representative.


 


(g)                                 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


 


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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 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 Employment. 
Nothing in the Plan or in this Agreement shall confer upon the Optionee
any right to continue in the employ 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.


 


(c)                                  Bound
by Plan.  By signing this Agreement,
the Optionee acknowledges that Optionee 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.


 


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(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 date set forth above.


 


	
   

  	
  INTERLINE
  BRANDS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Optionee

  
	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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