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
5
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 PRINCIPLES 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.
(J)
CONSENT TO JURISDICTION.
EXCEPT AS OTHERWISE SPECIFICALLY
PROVIDED HEREIN, EXECUTIVE AND THE COMPANY EACH HEREBY IRREVOCABLY SUBMITS TO
THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SERVING DUVAL COUNTY,
FLORIDA OVER ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.
(K)
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.
(L)
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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
INTERLINE BRANDS, INC.
By:
/s/ Michael J. Grebe
Name: Michael J. Grebe
Title: Chairman & Chief Executive Officer
/s/ Kenneth D. Sweder
Kenneth D. Sweder