if delivered by commercial courier service; five business days after
being deposited in the mail, postage prepaid, if mailed; and when receipt is
mechanically acknowledged, if telecopied.
(C)
SEVERABILITY.
THE INVALIDITY OR
UNENFORCEABILITY OF ANY PROVISION OF THIS AGREEMENT SHALL NOT AFFECT THE
VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS AGREEMENT, AND EACH
OTHER PROVISION OF THIS AGREEMENT SHALL BE SEVERABLE AND ENFORCEABLE TO THE
EXTENT PERMITTED BY LAW.
(D)
NO RIGHTS TO SERVICE.
NOTHING CONTAINED IN
THIS AGREEMENT SHALL BE CONSTRUED AS GIVING THE PARTICIPANT ANY RIGHT TO BE
RETAINED, IN ANY POSITION, AS A CONSULTANT OR DIRECTOR OF THE COMPANY OR ITS
AFFILIATES OR 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 PARTICIPANT AT ANY TIME FOR ANY REASON WHATSOEVER.
(E)
BOUND BY PLAN.
BY SIGNING THIS AGREEMENT,
THE PARTICIPANT ACKNOWLEDGES THAT HE 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.
(F)
BENEFICIARY.
THE PARTICIPANT MAY FILE
WITH THE COMMITTEE A WRITTEN DESIGNATION OF A BENEFICIARY ON SUCH FORM AS MAY BE
PRESCRIBED BY THE COMMITTEE AND MAY, FROM TIME TO TIME, AMEND OR REVOKE SUCH
DESIGNATION.
IF NO DESIGNATED BENEFICIARY SURVIVES THE PARTICIPANT, THE
EXECUTOR OR ADMINISTRATOR OF THE PARTICIPANT'S ESTATE SHALL BE DEEMED TO BE THE
PARTICIPANT'S BENEFICIARY.
(G)
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 PARTICIPANT AND THE BENEFICIARIES, EXECUTORS,
ADMINISTRATORS, HEIRS AND SUCCESSORS OF THE PARTICIPANT.
(H)
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE
PLAN CONTAIN THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES HERETO WITH
RESPECT TO THE SUBJECT MATTER CONTAINED HEREIN AND SUPERSEDE ALL PRIOR
COMMUNICATIONS, REPRESENTATIONS AND NEGOTIATIONS IN RESPECT THERETO.
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.
(I)
GOVERNING LAW.
THIS AGREEMENT SHALL BE
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THEREOF, OR PRINCIPALS OF
CONFLICTS OF LAWS OF ANY OTHER JURISDICTION WHICH COULD CAUSE THE APPLICATION OF
THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.
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(J)
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.
(K)
SIGNATURE IN COUNTERPARTS.
THIS AGREEMENT
MAY BE SIGNED IN COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL, WITH THE SAME
EFFECT AS IF THE SIGNATURES THERETO AND HERETO WERE UPON THE SAME INSTRUMENT.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
INTERLINE BRANDS, INC.
By:
Name:
Title:
Participant
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