GRANTED
HEREIN.
B.
THE EXECUTIVE ACKNOWLEDGES AND AGREES
THAT THE REMEDY AT LAW AVAILABLE TO THE COMPANY FOR BREACH OF ANY OF HIS
POST-TERMINATION OBLIGATIONS UNDER THE AGREEMENT, INCLUDING BUT NOT LIMITED TO
HIS OBLIGATIONS UNDER SECTIONS 5, 6 AND 7 OF THE AGREEMENT, WOULD BE INADEQUATE
AND THAT DAMAGES FLOWING FROM SUCH A BREACH MAY NOT READILY BE SUSCEPTIBLE TO
BEING MEASURED IN MONETARY TERMS.
ACCORDINGLY, THE EXECUTIVE ACKNOWLEDGES,
CONSENTS AND AGREES THAT, IN ADDITION TO ANY OTHER RIGHTS OR REMEDIES WHICH THE
COMPANY MAY HAVE AT LAW, IN EQUITY OR UNDER THE AGREEMENT, UPON ADEQUATE PROOF
OF HIS VIOLATION OF ANY SUCH PROVISION OF THE AGREEMENT, THE COMPANY SHALL BE
ENTITLED TO IMMEDIATE INJUNCTIVE RELIEF AND MAY OBTAIN A TEMPORARY ORDER
RESTRAINING ANY THREATENED OR FURTHER BREACH, WITHOUT THE NECESSITY OF PROOF OF
ACTUAL DAMAGE AND WITHOUT THE REQUIREMENT OF POSTING A BOND.
10.
Miscellaneous.
A.
NOTICES.
ANY NOTICE GIVEN PURSUANT TO THE
AGREEMENT TO ANY PARTY HERETO SHALL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN
MAILED BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY
OVERNIGHT COURIER, OR WHEN HAND DELIVERED AS FOLLOWS:
If to the Company:
Interline Brands, Inc.
801 W Bay Street
Jacksonville, Florida
32204
Attention:
Laurence Howard, Esq.
General Counsel
7
with a copy to:
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York
10019-6064
Attention:
John Kennedy
If to the Executive, to:
Mr. Charles Blackmon
155 Violet Place
Eufaula, Alabama
36027
OR AT SUCH OTHER ADDRESS AS EITHER PARTY SHALL FROM TIME TO TIME DESIGNATE BY
WRITTEN NOTICE, IN THE MANNER PROVIDED HEREIN, TO THE OTHER PARTY HERETO.
THE
COMPANY AGREES THAT, IN CONNECTION WITH THE EXECUTION OF THIS AGREEMENT, IT WILL
UPDATE ITS BOOKS AND RECORDS TO REFLECT THE ABOVE-REFERENCED ADDRESS AS THE
EXECUTIVE'S ADDRESS FOR ALL PURPOSES.
B.
SUCCESSORS.
THE AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES, THEIR RESPECTIVE HEIRS,
SUCCESSORS AND ASSIGNS.
C.
TAXES.
THE EXECUTIVE SHALL BE
RESPONSIBLE FOR THE PAYMENT OF ANY AND ALL REQUIRED FEDERAL, STATE, LOCAL AND
FOREIGN TAXES INCURRED, OR TO BE INCURRED, IN CONNECTION WITH ANY AMOUNTS
PAYABLE TO THE EXECUTIVE UNDER THE AGREEMENT.
NOTWITHSTANDING ANY OTHER
PROVISION OF THE AGREEMENT, THE COMPANY MAY WITHHOLD FROM AMOUNTS PAYABLE UNDER
THE AGREEMENT ALL FEDERAL, STATE, LOCAL AND FOREIGN TAXES, INCLUDING WITHOUT
LIMITATION ANY APPLICABLE EMPLOYMENT TAXES THAT ARE REQUIRED TO BE WITHHELD BY
APPLICABLE LAWS AND REGULATIONS.
D.
SEVERABILITY.
IN THE EVENT THAT ANY
PROVISION OF THE AGREEMENT IS DETERMINED TO BE INVALID OR UNENFORCEABLE, THE
REMAINING TERMS AND CONDITIONS OF THE AGREEMENT SHALL BE UNAFFECTED AND SHALL
REMAIN IN FULL FORCE AND EFFECT.
IN ADDITION, IF ANY PROVISION IS DETERMINED TO
BE INVALID OR UNENFORCEABLE DUE TO ITS DURATION AND/OR SCOPE, THE DURATION
AND/OR SCOPE OF SUCH PROVISION, AS THE CASE MAY BE, SHALL BE REDUCED, SUCH
REDUCTION SHALL BE TO THE SMALLEST EXTENT NECESSARY TO COMPLY WITH APPLICABLE
LAW, AND SUCH PROVISION SHALL BE ENFORCEABLE, IN ITS