EXHIBIT 10.13
AMENDMENT TO DEFERRED STOCK UNIT AWARD AGREEMENTS
FOR NON-EMPLOYEE DIRECTORS
WHEREAS, Interline Brands, Inc. (the "Company") has previously made grants of
deferred stock units to non-employee directors 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 "DSU
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 amendments contained herein.
NOW, THEREFORE, each outstanding DSU Agreement is hereby amended as follows,
effective as of the date hereof:
1.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE DSU AGREEMENT, A
CHANGE IN CONTROL SHALL NOT BE A DISTRIBUTION EVENT THEREUNDER 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.
2.
THE PHRASE "AS SOON AS REASONABLY PRACTICABLE" (OR WORDS OF
SIMILAR IMPORT), EACH TIME IT OCCURS IN THE DSU 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 THIRTY (30) 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