EXHIBIT 10.45
AMENDMENT TO
CHANGE IN CONTROL SEVERANCE AGREEMENT
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.
WHEREAS , the Company and Executive wish to amend the
CIC Agreement as provided herein to reflect certain changes
required to comply with Section 409A of the Internal Revenue
Code of 1986, as amended (the “ Code
”).
NOW, THEREFORE
, in consideration of the mutual
agreements and understandings set forth herein, the parties hereby
agree as follows:
1.
Except as defined herein, capitalized terms used herein shall have
the meanings ascribed to such terms in the CIC
Agreement.
2.
The definition of “Change in Control” is hereby amended
by adding the following language at the end thereof to read as
follows:
“Moreover, in the event that
payments hereunder would otherwise be considered “deferred
compensation” subject to Section 409A, a Change in
Control shall not be deemed to occur unless the event giving rise
to the Change in Control satisfies the definition of a change in
the ownership or effective control of a corporation, or a change in
the ownership of a substantial portion of the assets of a
corporation pursuant to Section 409A of the Code and any
Treasury Regulations promulgated thereunder.”
3.
The definition of Good Reason is amended by deleting footnote
1.
4.
Section 3(c) of the CIC Agreement is hereby amended by
deleting the phrase “Sections 4(a)(i)(B), 4(a)(ii) and
4(b)” contained therein and replacing it with “Sections
3(a)(i)(B), 3(a)(ii) and 3(b)”.
Section 3(c) of the CIC Agreement is further amended by
adding the following language at the end thereof to read as
follows:
“Executive shall execute and
deliver such release the Company within 60 days following the date
of Executive’s termination of employment.
Notwithstanding anything to the contrary in this Agreement, in the
event that such payments hereunder would otherwise be considered
“deferred compensation” subject to Section 409A,
any such payments shall not commence until the 61st day following
the Date of Termination.”
5.
A new Section 18 of the CIC Agreement is hereby added to read
as follows:
