EXHIBIT 10.10


 


AMENDMENT TO RESTRICTED
SHARE UNIT AWARD AGREEMENTS


 


WHEREAS, Interline Brands, Inc.
(the “Company”) has previously made grants of restricted share units
pursuant to the terms of the Interline
Brands, Inc. 2004 Equity Incentive Plan (as heretofore amended from time
to time, the “Plan”) and award agreements thereunder (the “RSU Agreements”);


 


WHEREAS, Section 11(t) of the Plan
provides that if the Committee (each capitalized but undefined term shall have
the meaning ascribed to such term in the Plan) determines that any amounts
payable under the Plan will be taxable to a Participant under Section 409A
of the Code and related Treasury guidance prior to payment to such Participant
of such amount, the Company may adopt such amendments to the Plan and Awards
and appropriate policies and procedures that the Committee determines necessary
or appropriate to preserve the intended tax treatment of the benefits provided
by the Plan and Awards thereunder and/or take such other actions as the
Committee determines necessary or appropriate to avoid or limit the imposition
of an additional tax under Section 409A of the Code; and


 


WHEREAS, the Committee has determined that it is
necessary and appropriate to make the amendment contained herein.


 


NOW,
THEREFORE, each RSU Agreement outstanding on the date hereof is hereby amended as follows, effective as of
the date hereof:


 


1.             If the Participant is, or at any time prior to the last
date on which it is possible to become fully vested under his or her RSU
Agreement, may become eligible to terminate employment and qualify as a “retirement”
under the terms of such RSU Agreement (a “Retirement Eligible Participant”),
then (a) notwithstanding anything to the contrary in such RSU Agreement, a
Change in Control shall not be a distribution event under such RSU Agreement
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 such RSU 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)”.


 


2.             If the Participant is not a Retirement Eligible
Participant, or if the RSU Agreement does not provide for special provisions
upon “retirement”, then the phrase “as soon as reasonably practicable” (or
words of similar import), each time it occurs in the RSU 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)”.


 


3.             Continuing Effect of the Agreements.  Except as expressly modified hereby, the
provisions of each Agreement are and shall remain in full force and effect.


 


4.             Governing Law. 
This amendment shall be governed by, construed under, and interpreted in
accordance with the laws of the State of New York applicable to agreements made
and to be wholly performed within that State, without regard to its conflict of
laws provisions or any conflict of laws provisions of any other jurisdiction
which would cause the application of any law other than that of the State of
New York.


 


 


	
   

  	
  INTERLINE
  BRANDS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Michael J. Grebe

  
	
   

  	
  Name:   Michael
  J. Grebe

  
	
   

  	
  Title:   Chairman, CEO & President

  



 


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