EXHIBIT 10.11
INTERLINE BRANDS, INC.
2004 EQUITY INCENTIVE PLAN
RESTRICTED SHARE UNIT AGREEMENT
THIS RESTRICTED SHARE UNIT AGREEMENT (the "Agreement") is made and entered into
this
day of
, 200
(hereinafter the "Date of
Grant") 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 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 [
] 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 EMPLOYMENT WITH THE COMPANY, 50% OF THE RESTRICTED SHARE
UNITS SHALL VEST ON THE SECOND ANNIVERSARY OF THE DATE OF GRANT (THE "FIRST
SERVICE-BASED VESTING DATE") AND 50% OF THE RESTRICTED SHARE UNITS SHALL VEST ON
THE THIRD ANNIVERSARY OF THE DATE OF GRANT (THE "SECOND SERVICE-BASED VESTING
DATE").
ON EACH APPLICABLE SERVICE-BASED VESTING DATE, THE COMPANY SHALL SETTLE
THE PORTION OF THE AWARD THAT IS VESTED ON SUCH DATE AND SHALL THEREFORE
(I) ISSUE AND DELIVER TO THE PARTICIPANT ONE SHARE OF COMMON