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.
(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.
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(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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