EXHIBIT 10.32
Performance-Based Restricted Share Units
EXHIBIT A
INTERLINE BRANDS, INC.
2004 EQUITY INCENTIVE PLAN
RESTRICTED SHARE UNIT AGREEMENT
THIS RESTRICTED SHARE UNIT AGREEMENT (the "Agreement"), is made and entered into
effective as of the 20th day of October, 2008 (hereinafter the "Date of Grant"),
between Interline Brands, Inc., a New Jersey corporation (the "Company"), and
Kenneth D. Sweder (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 40,551 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
SERVICE TO THE COMPANY, THE AWARD SHALL VEST AND BECOME NON-FORFEITABLE AS
FOLLOWS:
(I)
PERFORMANCE-BASED VESTING.
THE AWARD SHALL BECOME VESTED ON THE
DATE (THE "PERFORMANCE-BASED VESTING DATE") THAT IS THE EARLIEST TO OCCUR OF THE
FOLLOWING:
(A)
THE FOURTH ANNIVERSARY OF THE DATE OF GRANT, PROVIDED THAT (1) THE
AVERAGE DAILY CLOSING PRICE OF A SHARE OF COMMON STOCK DURING ANY
20-CONSECUTIVE-TRADING-DAY PERIOD COMMENCING ON OR AFTER THE DATE