SEPARATION AGREEMENT & RELEASE OF CLAIMS

Exhibit 10.1

SEPARATION AGREEMENT & RELEASE OF CLAIMS

This is a Separation Agreement and Release of Claims (“Agreement” or “Release”) between HD Supply, Inc., its subsidiaries, affiliates, predecessors, and related entities (hereinafter the “Company”) and Xxxx Xxxxxxxx (the “Employee”).

WHEREAS, the Employee acknowledges that the consideration provided to Employee under this Agreement is sufficient to support the releases provided by Employee under this Agreement; and,

WHEREAS, the Employee acknowledges and agrees that the consideration provided to Employee under this Agreement is divided into two separate categories, with the receipt of twenty-four (24) months of base salary continuation, minus applicable tax withholdings, to serve as consideration attributable solely to the restrictive covenants contained in Section 10 of the Agreement, and the receipt of Employee’s bonus/management incentive plan payout for fiscal year 2010 to serve as consideration specifically attributable to all other covenants and promises made by Employee in the Agreement; and

WHEREAS, the Employee acknowledges and agrees that the Company is an international Company doing business in the geographic territories listed in this Agreement, and that as the Company’s Chief Financial Officer, Employee was exposed to the most sensitive financial information regarding the Company’s business practices and future business plans, which if such information became known to the Company’s competitors, could seriously jeopardize the Company’s business operations; and

WHEREAS, the Employee acknowledges and agrees that if the Employee were to work for any of the Company’s business competitors identified herein, that certain critical competitive information about the Company’s business practices would inevitably be disclosed to the such competitors; and

WHEREAS, the Employee represents that he has not filed any charges, claims or lawsuits against the Company involving any aspect of his employment; and

WHEREAS, the Employee understands the Company regards the representations by him as material and that the Company is relying on these representations in entering into this Agreement,

NOW, THEREFORE, the Company and the Employee agree as follows:

1. Termination Date. The Employee’s last day of employment was April 14, 2010 (“Termination Date”). Therefore, except as otherwise specifically provided for in this Agreement, Employee shall not be entitled to receive any further remuneration from the Company, and will not accrue any vacation days or credit subsequent to the Termination Date.

2. Consideration.

a. As consideration for the Release of Claims contained in Section 8 of this Agreement, as well as the other covenants and promises of Employee other than those relating to the restrictive covenants contained in Section 10 of this Agreement, Employee will receive a bonus/management incentive plan payout for fiscal year 2010 in the amount $393,750.00. Such payout shall be paid with normally scheduled bonus/management incentive plan payouts for fiscal year 2010 (currently scheduled for April 2011). Employee acknowledges and agrees that under the terms of the Company’s bonus/management incentive plan, as well as the terms of his offer letter dated October 23, 2007, that he was required to be employed on the payout date in order to receive such payments, and thus the payment to Employee of the 2010 management incentive plan payouts constitutes consideration for which he is not otherwise entitled to receive but for his entering into this Agreement.

b. As consideration for Employee entering into the restrictive covenants set forth in Section 10 of this Agreement and abiding by them for the entire period of such covenants, Employee shall receive base salary continuation payments at the rate of $525,000.00 per year subject to all applicable tax withholdings, paid on a bi-weekly basis, for the period from April 14, 2010 through and until April 14, 2012. These payments are referred to as the “Restrictive Covenant Payments,” and Employee acknowledges that he is not otherwise entitled to receive such compensation. Employee understands and agrees that his entitlement to receive the Restrictive Covenant Payments is conditioned expressly and solely on his adherence to the terms of the restrictive covenants set forth in Section 10 of this Agreement throughout the entire period they remain in effect, signified by his execution of this Agreement. Employee covenants and agrees that in the event he violates the terms of the restrictive covenants set forth in Section 10 of this Agreement, that (a) all remaining Restrictive Covenant Payments will immediately cease and Employee will forfeit his right to receive any future Restrictive Covenant Payments, and (b) Employee will immediately return the gross amount of all Restrictive Covenant Payments previously paid to Employee under this provision, plus interest at the rate of 7% per annum, compounded daily.

3. Stock and Stock Options. Employee shall forfeit all rights, if any, to unvested stock options but will retain ownership rights of the 50,000 shares purchased by Employee. All rights to stock purchased and stock options granted shall be controlled by the terms of the Employee Stock Subscription Agreement and the HDS Investment Holding, Inc. Stock Incentive Plan.

4. Benefits. The Employee’s benefits shall end on the last day of the month in which the Termination Date falls. Employee shall not be entitled to any other benefits except as expressly provided for in this Agreement; provided, however, that Employee, if eligible, may continue certain benefits under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), 29 U.S.C. § 1161 et seq., but only if Employee timely elects such coverage and timely makes all premium payments.

5. Company Vehicle. While employed, the Employee was provided a company vehicle for his use. The vehicle is: Make: Lexus; Model: LS 460; Year: 2008 and Color: Black. Employee has the option to purchase this company vehicle for $36,900. Said purchase will need to be completed no later than seven (7) days following the execution of this Agreement

6. Additional Benefits. Employee will be permitted to port his death benefit only insurance policy; however, Employee must pay the associated premiums.

7. Outplacement Services. In lieu of providing outplacement services and at Employee’s request, the Company shall pay Employee a lump sum amount that after the deduction of applicable tax withholding will result in a net payment $16,000.00 to Employee.

8. Release of Claims. The Employee and Employee’s heirs, assigns, and agents release, waive and discharge the Company and its past and present directors, officers, employees, parents, subsidiaries, affiliates, related entities, and agents and each of its and their predecessors, successors and assigns from each and every claim, action or right of any sort, known or unknown, arising on or before the Effective Date.

a.     The foregoing release includes, but is not limited to, any claim of discrimination on the basis of race, sex, religion, sexual orientation, national origin, disability, age, or citizenship status; any other claim based on any local, state, or federal prohibition, including but not limited to claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 1981, the Age Discrimination in Employment Act of 1967, as amended, the Family Medical Leave Act, the Fair Labor Standards Act, the Americans With Disabilities Act or the Employee Retirement Income Security Act, as amended; any claim arising out of or related to any alleged express or implied employment contract, any other alleged contract affecting terms and conditions of employment, or an alleged covenant of good faith and fair dealing; or any claim for severance pay, bonus,

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salary, sick leave, stocks, attorneys’ fees, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, workers’ compensation or disability.

b. The Employee represents that Employee understands the foregoing release, that rights and claims under the Age Discrimination in Employment Act of 1967, as amended, are among the rights and claims against the Company Employee is releasing, and that Employee understands that Employee is not presently releasing any future rights or claims that might arise after the Effective Date.

c. The Employee further agrees never to xxx the Company or its past and present directors, officers, employees, parents, subsidiaries, affiliates, predecessors, related entities, and agents and each of its and their predecessors, successors and assigns or cause the Company or its past and present directors, officers, employees, parents, subsidiaries, affiliates, predecessors, related entities, and agents and each of its and their predecessors, successors and assigns to be sued, regarding any matter within the scope of the above release. If the Employee violates this section of the Agreement, the Company may recover all damages as allowed by law, including all costs and expenses, including reasonable attorneys’ fees, incurred in defending against the suit; provided, however, that this covenant not to xxx does not apply to a claim challenging the validity, enforceability or legal sufficiency of Employee’s release of claims under the Age Discrimination in Employment Act of 1967, as amended, including the Older Worker Benefits Protection Act of 1990.

9. Confidential Information and Trade Secrets. The Employee acknowledges that through Employee’s employment with the Company, Employee has acquired and had access to the Company’s Confidential Information. Employee further acknowledges that Employee has not published, disclosed or used any of the Company’s Confidential Information except in accordance with Employee’s duties for the Company. The Employee agrees that, for a period of three years after the Effective Date, Employee will hold in confidence all Confidential Information of the Company and will not disclose, publish or make use of such Confidential Information, unless compelled by law and then only after notice to the Senior Vice President, Human Resources of the Company. Employee further agrees to return all documents, disks, or any other item or source containing Confidential Information, or any other Company property, to the Company on or before the Termination Date. If the Employee has any question regarding what data or information would be considered by the Company to be Confidential Information, the Employee agrees to contact the Senior Vice President, Human Resources for written clarification. In addition, Employee shall immediately notify the Company in writing if any electronic copies of Company documents, including but not limited to Confidential Information, are contained on or within a computer, PDA, email account, or other electronic storage media owned by or within the control of Employee, and further, will take all steps requested by the Company to permanently delete or destroy such copies and verify that the copies have been deleted or destroyed in a manner acceptable to the Company. “Confidential Information” shall include any data or information, other than trade secrets, that is valuable to the Company and not generally known to competitors of the Company or other outsiders, regardless of whether the confidential information is in printed, written, or electronic form, retained in the Employee’s memory, or has been compiled or created by the Employee. This includes, but is not limited to: technical, financial, credit marketing, personnel, staffing, payroll, computer systems, marketing, advertising, merchandising, operations, strategic planning, product, vendor, customer or store planning data, trade secrets, or other information similar to the foregoing.

a.     The Employee also acknowledges that through Employee’s employment with the Company Employee has acquired and had access to the Company’s Trade Secrets. The Employee further acknowledges that the Company has made reasonable efforts under the circumstances to maintain the secrecy of its Trade Secrets. Employee agrees to hold in confidence all Trade Secrets of the Company that came into Employee’s knowledge during employment by the Company and shall not disclose, publish, or make use of at any time such Trade Secrets for the longer of (1) so long as the information remains a Trade Secret, or (2) a period of three years after the Effective Date. Trade

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Secret” means information, without regard to form, including, but not limited to, any technical or non-technical data, formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plans, strategic plans, product plans, or list of actual or potential customers or suppliers which is not commonly known by or available to the public and which information: (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can derive economic value from its disclosure or use and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

b. The Employee further acknowledges that his breach of any of the covenants in this Section of the Agreement would result in immediate and irreparable harm to the Company, its parents, subsidiaries, affiliates or related entities that cannot be adequately or reasonably compensated by law. Accordingly, the Employee agrees that the Company shall be entitled, if any such breach shall occur or be threatened or attempted, if it so elects, to seek a temporary, preliminary, and permanent injunction, without being required to post a bond, enjoining and restraining such breach or threatened or attempted breach by the Employee.

c. The restrictions set forth in this Section of the Agreement are in addition to, not in lieu of, any protections for information, documents, Confidential Information, or Trade Secrets under applicable law.

10. Non-Competition and Non-Solicitation.

a.      Employee agrees that Employee will not, for a period of 36 months following the Termination Date (the “Non-Competition Period”), either directly or indirectly, compete with the Company within the Geographical Area (as hereinafter defined). The term “compete” means to render any Business Services (as herein defined), directly or indirectly, on Employee’s own behalf or in the service of or on behalf of any other individual or entity, either as a proprietor, employee, agent, independent contractor, consultant, director, officer, partner or stockholder (other than a stockholder of a corporation listed on a national securities exchange or whose stock is regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation) in furtherance of Competitive Services (as herein defined). For purposes of this Agreement, the term “Geographical Area” means the area including the United States, Canada, Puerto Rico, Mexico, and China, in which Employee agrees and affirms the Company currently does business, and which Employee further agrees and affirms that, by virtue of his position as the Company’s Chief Financial Officer, he had responsibility for with respect to the execution of his duties for the Company. For purposes of this Agreement, the term “Business Services” means (a) the provision of financial services in accordance with the duties and responsibilities of a chief financial officer position, including but not limited to the overseeing of financial appropriations and expenditures, disseminating financial data, directing budget and spending, reporting the financial condition of a company to the senior executive team and/or the board of directors, insuring financial transparency to a company’s shareholders and governmental regulatory boards, and participating in the planning of a company’s short and long term business strategies and goals, all of which Employee acknowledges he carried out on behalf of the Company, and further, (b) supervising or managing any of the foregoing in an executive position other than chief financial officer. For purposes of this Agreement, the term “Competitive Services” means the sale or provision of building supply materials to the wholesale market by distributing building materials and tools and providing installation services to professionals in the construction, maintenance and repair, energy and infrastructure markets. Without limitation, Employee specifically agrees that this non-competition restriction prohibits him from providing professional assistance, as an officer, employee, consultant, independent contractor or otherwise, to the finance departments of any of the companies identified in Exhibit “A,” of this Agreement, which Employee specifically acknowledges and agrees are companies that engage

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in Competitive Services. Further, Employee covenants and agrees that he will resign from any future employer that, during the Non-Competition Period, subsequently merges with, acquires or is acquired by any of the companies identified in Exhibit “A.”

b. The Employee agrees that for a period of 36 months following the Termination Date, Employee will not directly or indirectly solicit or attempt to solicit any Competitive Services from any of the Company’s customers or suppliers with whom Employee had material business contact during the one-year period prior to Employee’s Termination Date.

11. Non-Solicitation of Employees. The Employee agrees that for a period of 36 months following the Termination Date, Employee will not directly or indirectly solicit any person who is an employee of the Company and with whom the Employee had material business contact during the one-year prior to Employee’s Termination Date, to terminate his or her relationship with the Company, without first obtaining prior written approval from the Senior Vice President, Human Resources of the Company. The Employee further acknowledges that his breach of any of the covenants in this Section of the Agreement would result in immediate and irreparable harm to the Company, its parents, subsidiaries, affiliates or related entities that cannot be adequately or reasonably compensated by law. Accordingly, the Employee agrees that the Company shall be entitled, if any such breach shall occur or be threatened or attempted, if it so elects, to seek a temporary, preliminary, and permanent injunction, without being required to post a bond, enjoining and restraining such breach or threatened or attempted breach by the Employee.

12. Breach by Employee. The Company’s obligations to the Employee under this Agreement are contingent on Employee’s performance of Employee’s obligations under this Agreement. Any breach by Employee of this Agreement will entitle the Company to all its remedies allowed in law or equity, including but not limited to the return of any payments that it made to Employee under this Agreement to the extent permitted under federal, state and local law. Employee specifically understands and agrees that if the Company, in its sole discretion, determines that Employee has violated any of the restrictive covenants contained in Section 10 of this Agreement, that all Restrictive Covenants Payments set forth in Section 2 of this Agreement will immediately cease and the Company shall have no liability to Employee for stopping such payments based on its determination that Employee has violated any of the covenants in Section 10. Further, if it is determined in arbitration that Employee has violated Section 10 in any respect, (a) all Restrictive Covenants Payments will be forfeited and Employee will no longer be entitled to receive any such payments, and (b) Employee will immediately return the gross amount of all Restrictive Covenants Payments previously paid to Employee under Section 2, plus interest at the rate of 7% per annum, compounded daily. Employee expressly understands and agrees that in the event of his breach of the covenants contained in Section 10 of this Agreement the cessation of all future, and repayment of all previously paid, Restrictive Covenant Payments is an appropriate remedy as it would be difficult, if not impossible, to ascertain damages to the Company in the event of such a breach.

13. Employee Availability. Employee agrees to make himself reasonably available to the Company to respond to requests by the Company for information pertaining to or relating to the Company and/or the Company’s affiliates, subsidiaries, agents, officers, directors or employees which may be within the knowledge of the Employee. Employee agrees to cooperate fully with the Company in connection with any and all existing or future litigation, charges, or investigations brought by or against the Company or any of its past or present affiliates, agents, officers, directors or employees, whether administrative, civil or criminal in nature, in which and to the extent the Company deems the Employee’s cooperation necessary. In conjunction with Employee’s commitments under this Section, the Company will reimburse the Employee for reasonable out-of-pocket expenses incurred as a result of such cooperation.

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14. Non-Disparagement. The Employee agrees that Employee will not make or cause to be made any statements that disparage, are inimical to, or damage the reputation of the Company or any of its past or present affiliates, subsidiaries, agents, officers, directors or employees to anyone, including but not limited to the media, public interest groups and publishing companies. The Employee agrees that if he breaches this Section 14, the damages resulting from such breach would be difficult if not impossible to ascertain. Therefore, for each disclosure that the Employee makes, directly or indirectly, in violation of this Section 14, the Employee will pay the Company, within five business days of receiving written notice from the Company of such statement, liquidated damages in the amount of $10,000.00. The Employee acknowledges and agrees that the liquidated damage payment of $10,000.00 per violation is a reasonable estimate of the harm that would be caused by a disclosure in violation of this Section 14. In addition to liquidated damages, the Company will be entitled to injunctive or other equitable relief to require specific performance, or to prevent a breach, of this Section 14 without posting bond or any requirement or showing that the Company has suffered any damages from the Employee’s breach.

15. Xxxxxxx Xxxxxxx. The Employee acknowledges that through his employment with the Company he may have learned material, non-public information regarding the Company. The federal securities laws prohibit trading by persons while aware of material, non-public information. The Employee should seek advice of his legal counsel prior to conducting any transactions in the Company’s stock if the Employee thinks he may possess such information.

16. Employee Acknowledgements. Employee acknowledges that Employee is knowingly and voluntarily waiving and releasing any rights he/she may have under the Age Discrimination in Employment Act of 1967. Employee also acknowledges that the consideration given for the waiver and release set forth in this Agreement is in addition to anything of value to which Employee was already entitled without the waiver and release. Employee further acknowledges that Employee has been advised by this writing, as required by the Older Workers’ Benefit Protection Act, that: (1) his/her waiver and release does not apply to any rights or claims that may arise after the Effective Date of this Agreement; (2) he/she should consult with an attorney prior to executing this Agreement; (3) he/she has at least twenty-one (21) days to consider this Agreement (although he/she may by his/her own choice execute this Agreement earlier); (4) he/she has seven (7) days following his/her execution of this Agreement to revoke the Agreement; and (5) this Agreement shall not be effective until the date upon which the revocation period has expired (“Effective Date”). Employee may revoke this Release only by giving the Company formal, written notice of Employee’s revocation of this Agreement, which should be addressed to Xxxxxxxxx Xxxxx, HD Supply, Inc., Global Support Center, Cumberland Center II, 0000 Xxxxxxxxxx Xxxxxxxxx, X00, Xxxxxxx, XX 00000 and which must be received by Xx. Xxxxx by the close of business on the seventh (7th) day following Employee’s execution of this Agreement.

17. Non-Assignment. The Employee represents and warrants that as of the date of this Release he has not assigned or transferred, or purported to assign or transfer, to any person, firm, corporation, association or entity whatsoever any released claim. Employee hereby agrees to indemnify and hold the Company and its past and present directors, officers, employees, parents, subsidiaries, affiliates, related entities, and agents harmless against, without any limitation, any and all rights, claims, warranties, demands, debts, obligations, liabilities, costs, court costs, expenses, including attorneys’ fees, causes of action or judgments based on or arising out of any such assignment or transfer.

18. Entire Agreement. This Release constitutes the entire understanding between the parties. The parties have not relied on any oral statements that are not included in this Separation Agreement and Release of Claims. Any modifications to this Release must be in writing and signed by the Senior Vice President, Human Resources of The Company.

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19. Governing Law. This Agreement shall be construed, interpreted and applied in accordance with the law of the State of Georgia, without giving effect to the choice of law provisions thereof.

20. Arbitration. Any dispute, controversy, or claim arising out of or related to this Agreement, including, but not limited to, a claim for breach or an action for declaratory judgment regarding the validity of this Agreement or any provision hereof, specifically including any breach of the restrictive covenant agreements contained in Section 10 of this Agreement (a “Claim”), shall be settled by final and binding arbitration pursuant to the rules of the American Arbitration Association. Any such arbitration shall be conducted by one arbitrator mutually acceptable to the parties, who has substantial experience in the matters covered by this Agreement. If the parties are unable to agree on the arbitrator within thirty (30) days of one party’s giving the other party written notice of intent to arbitrate, the American Arbitration Association shall appoint an arbitrator with such qualifications to conduct such arbitration. The decision of the arbitrator shall be conclusive and binding on the parties. The arbitration shall be conducted in Atlanta, Georgia or such other location to which the parties may agree. The arbitrator shall have the authority to determine the arbitrability of any Claim. The parties understand and agree that the arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of preliminary and permanent injunctive relief. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Senior Vice President, Human Resources and the Employee.

The Employee understands and acknowledges the significance and consequences of this Agreement, that the consideration provided herein is fair and adequate, and represents that the terms of this Agreement are fully understood and voluntarily accepted.

HD Supply, Inc.
By:						5/10/10
		Xxx Xxxxxx				Date
Employee
						5/10/2010
Xxxx Xxxxxxxx						Date

Sign and return to

Xxx Xxxxxx

HD Supply

Global Support Center

Cumberland Center II

0000 Xxxxxxxxxx Xxxxxxxxx, X00

Xxxxxxx, XX 00000

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EXHIBIT A

HD Supply Competitors

HD Supply

Waterworks

Facilities Maintenance

White Cap

Utilities

IPVF

CT1

PHVAC and Electrical

Crown Bolt

R&R

Wolseley

Xxxxx Supply

lnterserv

ProBuild

Xxxxxx Industries

XxXxxxxx Xxxxxx

Bluelinx Holdings

Xxxxxxx

Xxxxxx Group

84 Lumber

Wesco Inc.

Xx Xxxxx

Weesco International

Ram Tool & Supply

Brownstone Electric Supply

Edgen Xxxxxx

Builders FirstSource

Consolidated Electrical Distributor

Xxxxxxx Hand Tools

Ace Hardware

Reliance Steel

Waterworks Industries

Guest Supply

CMC Construction Services Div.

Xxxxxxxx-Xxxxxxxxx Company

ASA Alloys

Beacon Roofing Supply

Senepar

Jarden Corp.

Lindsay Lumber Co.

Xxxxx International

S8J Supply

American Hotel Register

Construction Materials

Border States Electric

Global Stainless

BMC Select

Crescent Electric Supply Company

Newel Rubbermaid

General Lumber

United Pipe & Supply

McMaster Xxxx

Xxxxxxx Distributing

Xxxx-Xxxxx (KD)

Rolled Alloys

Hutlig Building Products

Border States

Xxxxxx Industries

Orchard Supply

Anixter Int’l

Western Nevada Supply

Hunter Amenities

Allied Fastener & Tool

Specialized Technical Services

Ryerson

CanWel Holdings Corp.

City Electric

Midwest Fastener

Stock Building Supply

Houston Wire & Cable

HD Xxxxxx

Xxxxxxxx Drapery

Costal Construction Products

Tech-Line

WinNelson

Xxxxxx

Xxxxx XX

Xxxxxxxxx Company

Concept Amenities

Waldo Xxxxxxxx

Xxxx Electric Supply (RESCO)

Team Industries

Xxxxxxxx Homebuilding

WinWholesale

Xxxxxx Product

Consolidated Pipe

Nazco Enterprises

Pro-Fast Supply

Western United

Boccard

XX Xxxxxx

Haloca

XX Xxxxxxxx

Western Waterworks

Mission of Nevada. Inc.

Vimco

OneSource Distributors

Fleur Xxxxxx

Xxxxxxxx Enterprises

Xxxxxxxx Supply

MSC Industrial

Pace Supply

Coaster Company of America. Inc.

Tri Bond Construction Supplies

XX Xxxxxx Industries LLC

Xxxx Kvaerner

KB Home

Southern Pipe & Supply

Interline Brands

Kenko Utility

Ideal Chemical and Supply Company

Xxxx-Xxxxxxxx Construction Supply

General Pacific (Gen Pac)

Chicao Bridge and Iron

Lennar Corp

Xxxx Xxxxxxxxxx Co

Fastenal

Inland Waterworks Supply Co.

Direct Supply

Ace/Haverda

Agile Sourcing Partners

Ohmstede

MDC Holdings

Plumbing Distributors. Inc.

Home Depot

Trident Supply

Crest Healthcare Supply

Kasa Industrial Supply

WESCO - Utilities Division

Callidus Technologies

MVl Homes. Inc.

Lowes Cos.

Xxxxxxx and Xxxxx

Alco

Houston Post Tension

RTEC

Xxxx Xxxxxxx Co.

Meritage Homes Corp.

Watsco Inc.

LB Water

The Andwin Corporation

Elfco

KBS Electrical Distributors

Dow Chemical

NVR Inc.

Masco

Vellano Brothers

Xxx Safety

CMC/MMI Contractors Materials Co.)

Carolina Electric Utility (CEELUS)

Mosaic

Xxxxxx Group Standard Pacific

Xxxxxxx & Associates

Uline

United Tool & Fastener

MD Xxxxx

XX

Toll Brothers

IMCO - Illinois Water

Takkt/C&H

SSI/Silicona Specialties, Inc.

Tri-State Utility Products

Stainless Distributors

Mohawk Industries

Utility Equipment

New Pig Corporation

Stetson Building Products

DIS-XXXX

A&B Bolt

Xxxx Group

Xxx Company

Production Too! Supply

Service Construction

Car Vir Corporation

Interior Specialists |nc

Viking Supply

Xxxxxx Products

Southern Fastening

Xxxx

Xxxxxxxx

Beclair Road Supply

Doortech

Guaranteed Supply

Georgia Rual Electric (XXXXXX)

A.L Interiors

Public Works

Xxxxxx

Xxxx Systems

Tarheal Electric

CB Floors

XX Xxxxxxxx

Travels Tool

Xxxxxx Inc

Arkansas Electric (AEC)

Rve Rug

T Mina

Total Facility

Summit Supplies

Kentucky (UUS)

XX Xxxxxx

WW Supply

Xxx Safety

RKD Construction Supply & Equipment

Texas Electric Corp

Underground Pipe & Valve

Northern Safety

Kenseal Construction Products

PrairieCentral Line Supply

Xxxx Xxxxxxxx

EMEDCO

Xxxxxxxx Equipment

Trydor

Underground Pipe & Valve

Safety Today

The Nafoo Corporation

Morning Star

Mountain States Supply

Xxxxx Safety

Sy’s Supplies

Dakota Supply

Safeware

Colony Supply

Sholzen Products

Wholesale Tool Co

X X Xxxxxx

Northwest Pipe

KBC Tools

Hatch Building Supply

Minnesota Pipe and Equipment

Washington Tools, Inc.

Xxxxx Xxxxx

Xxxxxxxxxx & Sons

Groom Energy Services

Nu-Way

Fargo Water & Equipment

Bass Tool & Supply

XxXxxx Industries

Utility Equipment

General Too! 8 Supply Co.

WACO Formworks, LLC

Gland Junction

S&S Tool & Supply. Inc.

Manor Hardware

Etna Supply

Stellar Industrial Supply. Inc.

Texas Tool Trader

Xxxx Xxxxxx

Xxxxxxx-Xxxxxxx Company

X.X. Xxxxxx

SLC Motor Service

Fasteners. Inc.

Concrete Systems

Mainline Supply Company

Packwell Inc.

Safway Supply (dba Edge Construction)

Premier Utilities & Services

Safetymaster Corporation

Fasteners, Inc. (Vegas)

XxXxxx Waterworks

CC Distributors, Inc.

Westside Concrete Accessories

A&B Pipe and Supply

Turtle & Xxxxxx

Geodecke

Delta Municipal

Corporation

Xxxxxxxxx Equipment & Supply

ACT Pipe & Supply

X.X Xxxxx. Inc.

Xxxxxxx Supply

Sprinkler World

Wise Safety

Barnsco

Xxxx & Xxxxx

Jet Specialty. Inc.

Xxxxxxx Company

Xxxxxxx Plumbing

Saf - T - Gard

Xxxxxxx Systems

AMC Industries, Inc.

DoAII Company

DSD Tool Trader

Water Products

Mared Industries Incorporated

Geo Supply

XX Xxxxx

Ameritech Machine Tools, Inc.

Xxxxx GeoComp

Utility Supply

ARAMSCO

Hub Construction

Pioneer Supply

Thunder Group. Inc.

Xxxxx’x

OWASSO Water Products

Xxxxxxx Supply Company

Pro-Con Supply

MDN Enterprises

Xxxxxxx Tool

Xxxxx Supply Company

American Waterworks

Xxxxxxxxxx Industrial Plastics. Inc.

Rio Grande Co.

OK Contractors Supply

Alamo Iron Sorks, Inc.

Border Construction Specialties

Central Sprinkler (Tyco)

X0X Xxxxxxxxxx

Xxxxxxxx Xxxxxx Supply

Viking Supply

Xxxxxx Companies, Inc.

Total Tool

Reliable Automatic Sprinkler

School Health Corp.

Lincoln Contractors Supply

D’Angalo Co.

Xxxxxxx Companies

Xxxxxx Bros.

Long island Pipe

Abatix

Tomarco Fasteners

For Sprinkler Supply

Freed Appliance Distributors, Inc.

Nina Construction Supplies

Atlantic American

Decore-Active Specialties

Stells Industrial Products, LTD

Guardian Automatic Sprinkler

General Pool & Spa Supply Inc.

Xxxxxxx Fab

Central Wholesalers

Xxxxxxx Supply

Arizona Partsmaster

Xxxxxxx Flow Control

National Water Services

National Fire Equipment LTD

Xxxxxxx

Kenko Supply (Canada)

Water Smart

Midwest Fire

Marietty Diapery and Window

Prime Fab

Doorway Manufacturing Company

Sprink Fabrication

Xxxxxx X. Xxxxxxx

J&S Fabrication

Xxxxxx Equipment

Trumball Industries

Traffic Control Service. Inc.

CI Thomburg

Hach Company

C&B Piping

Xxxxxx Xxxxxxx

Quality Water Products

Xxxxxx Associates

Public Works Supply

Forestry Supplies

Rawdone Xxxxx

Chief Supply

Plant and Flanged

Xxxxxxx Company

XxXxxx Waterworks

Galls

Xxxxx Industrial

Emergency Medical Products

Metro-tex Fabricators

Xxxxx Security Products

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Xxxxx and Xxxxx

Gulf Systems Inc.

2M Company

X. X. Xxxxxxx Company

Northwest Pump and Equipment

Xxxxxx Restaurant Equipment. Inc.

Preferred Pump and Equipment

Qualis International, Inc.

Xxxxx Pump

Houston’s Inc.

D&F Distributors

Ace Mart Restaurant Supply Co.

Xxxxxx Pump and Equipment

Xxxxxxx Midwest

D&S Pump and Supply

PAC Worlwide Corporation

Gasovada and Associates

Climatec, Inc.

Isco

Furniture Marketing Group. Inc.

Xxxxx

American International Supply. Inc.

Jabo Supply

Ince Distributing

Xxxxxxx Xxxxxxx

Xxxxxxxx-Xxxxxxx. Inc.

Xxxxxx

Cooks Direct

Producers Supply Co.

FM Facilities Maintenance

MT Xxxxxx

Upeco

Wal-Xxxx

Xxxxxx Underground

Milford Pipe

P&F Distributors

Groabner

McElvenny

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