0001047469-09-001816 Sample Contracts

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 25th, 2009 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • Florida

This AMENDMENT (this “Amendment”) to the Employment Agreement (the “Employment Agreement”), dated as of January 7, 2004, between Interline Brands, Inc., a New Jersey corporation (the “Company”), and Pamela L. Maxwell (“Executive”), as heretofore amended, is dated as of December 31, 2008.

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INTERLINE BRANDS, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • February 25th, 2009 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • New York

THIS NONQUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into this day of , 200 (the “Date of Grant”) by and between Interline Brands, Inc. (the “Company”) and (the “Optionee”).

RESTRICTED SHARE UNIT AGREEMENT
Restricted Share Unit Agreement • February 25th, 2009 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • New York

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”).

EMPLOYMENT AGREEMENT
Employment Agreement • February 25th, 2009 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • Florida

THIS IS AN EMPLOYMENT AGREEMENT (the “AGREEMENT”), dated as of 14 January 2004, by and between Interline Brands, Inc., a New Jersey corporation (f/k/a Wilmar Industries, Inc.) (the “COMPANY”), and James A. Spahn (the “EXECUTIVE”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 25th, 2009 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • Florida

This AMENDMENT (this “Amendment”) to the Employment Agreement (the “Employment Agreement”), dated as of August 13, 2004 and as previously amended on December 2, 2004, between Interline Brands, Inc., a New Jersey corporation (the “Company”), and Michael J. Grebe (“Executive”) is dated as of December 31, 2008.

FIRST AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • February 25th, 2009 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies

THIS AGREEMENT (“Agreement”) is made and entered into this 20th day of October, 2008 (the “Effective Date”), by and between INTERLINE BRANDS, INC., a Delaware corporation (“Company”), and Kenneth D. Sweder (“Executive”).

RESTRICTED SHARE UNIT AGREEMENT
Restricted Share Unit Agreement • February 25th, 2009 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • New York

THIS RESTRICTED SHARE UNIT AGREEMENT (the “Agreement”), is made and entered into effective as of the 20th day of October, 2008 (hereinafter the “Date of Grant”), between Interline Brands, Inc., a New Jersey corporation (the “Company”), and Kenneth D. Sweder (the “Participant”).

AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • February 25th, 2009 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • Florida

This AMENDMENT (this “Amendment”) to the Change in Control Severance Agreement (the “CIC Agreement”), dated as of between Interline Brands, Inc., a Delaware corporation (the “Company”), and (“Executive”) is dated as of December , 2008.

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 25th, 2009 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • Florida

THIS AGREEMENT (“Agreement”) is made and entered into this 20th day of October, 2008 (the “Effective Date”), by and between INTERLINE BRANDS, INC., a New Jersey corporation (“Company”), and Kenneth D. Sweder (“Executive”).

AMENDMENT TO RESTRICTED SHARE UNIT AWARD AGREEMENTS
Restricted Share • February 25th, 2009 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • New York

WHEREAS, Interline Brands, Inc. (the “Company”) has previously made grants of restricted share units pursuant to the terms of the Interline Brands, Inc. 2004 Equity Incentive Plan (as heretofore amended from time to time, the “Plan”) and award agreements thereunder (the “RSU Agreements”);

Amendment to Employment Agreement
Employment Agreement • February 25th, 2009 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies

This Amendment is made this 28th day of October, 2004, by and between Interline Brands, Inc., a New Jersey Corporation (f/k/a Wilmar Industries, Inc.) (“Company”), whose address is 801 West Bay Street, Jacksonville, Florida 32204 and James A. Spahn (“Executive”).

INTERLINE BRANDS, INC. CHANGE IN CONTROL SEVERANCE AGREEMENT
Control Severance Agreement • February 25th, 2009 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • Florida

THIS AGREEMENT is entered into as of the 30th day of April, 2007 (the “Effective Date”) by and between INTERLINE BRANDS, INC., a Delaware corporation (the “Company”), and Kenneth D. Sweder (“Executive”).

INTERLINE BRANDS, INC. EMPLOYMENT AGREEMENT
Employment Agreement • February 25th, 2009 • Interline Brands, Inc./De • Wholesale-hardware & plumbing & heating equipment & supplies • Florida

established and determined by the Board of Directors of the Company (the “Board”) from time to time. The actual amount of the annual bonus award may be more or less than the Target Bonus and will determined on the same basis as bonus payments made to other executives of the Company. For 2007, Executive’s annual bonus award will be prorated to reflect the portion of the calendar year for which Executive was employed by the Company.

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