2007 LATER THIS YEAR.
TO BE VALID, THIS NEW
2007 ELECTION FORM MUST BE COMPLETED AND RECEIVED BY INTERLINE BY NO LATER THAN
DECEMBER 31, 2006.
Dated effective as of the
day of March, 2006.
Name
Exhibit A
INTERLINE BRANDS, INC.
2004 EQUITY INCENTIVE PLAN
NON-EMPLOYEE DIRECTOR
DEFERRED STOCK UNIT AWARD AGREEMENT
This DEFERRED STOCK UNIT AWARD AGREEMENT (the "Agreement"), dated as of
, 2006, is made 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 Section 10 of which the Committee (or
the Board acting as the Committee) may grant Stock Bonus Awards denominated in
Common Stock having such terms and conditions as the Committee (or the Board
acting as the Committee) shall determine; and
WHEREAS, the Board has determined that it is in the best interests of the
Company and its stockholders to grant to the Participant a Stock Bonus Award
consisting of deferred stock units ("Deferred Stock Units") representing a right
to the delivery of Common Stock on a future date and/or event as described in
this Agreement.
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:
GRANT OF DEFERRED STOCK UNITS.
THE COMPANY HEREBY GRANTS TO THE PARTICIPANT ON
EACH OF THE GRANT DATES SET FORTH ON SCHEDULE 1 ATTACHED HERETO
(AS AMENDED OR
SUPPLEMENTED BY THE COMPANY FROM TIME TO TIME) THE NUMBER OF DEFERRED STOCK
UNITS SET FORTH NEXT TO SUCH GRANT DATE, IN EACH CASE ON THE TERMS
AND CONDITIONS HEREINAFTER SET FORTH.
EACH DEFERRED STOCK UNIT REPRESENTS THE
UNFUNDED, UNSECURED RIGHT OF THE PARTICIPANT TO RECEIVE A SHARE OF COMMON STOCK
(EACH A "SHARE"), ON THE DATE AND/OR EVENT SPECIFIED HEREIN.
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 BOARD 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.
BY ACCEPTING THE AWARD OF
DEFERRED STOCK UNITS, THE PARTICIPANT AGREES AND ACKNOWLEDGES THAT THE
PARTICIPANT HAS RECEIVED AND READ A COPY OF THE PLAN.
PAYMENT OF SHARES.
THE COMPANY SHALL, SUBJECT TO THE REMAINDER OF THIS AGREEMENT, TRANSFER TO THE
PARTICIPANT A NUMBER OF SHARES EQUAL TO THE NUMBER OF DEFERRED STOCK UNITS
GRANTED TO THE PARTICIPANT UNDER THIS