EXHIBIT 10.31
FIRST AMENDMENT TO CHANGE IN
CONTROL
SEVERANCE AGREEMENT
THIS AGREEMENT (“
Agreement ”) is made and entered into this 20
th day of October, 2008 (the “
Effective Date ”), by and between INTERLINE BRANDS,
INC., a Delaware corporation (“ Company ”), and
Kenneth D. Sweder (“ Executive ”).
WHEREAS , the Company and the Executive desire to amend
the Change in Control Severance Agreement entered into by, and
between the parties, dated as of April 30, 2007 (the “
Change in Control Agreement ”).
NOW, THEREFORE,
in consideration of the premises
contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Company and Executive agree as follows:
1.
Section 3(a)(ii) of
the Change in Control Agreement is hereby amended by deleting each
reference to “one and one-half (1.5)” and replacing it
with “one and three-quarters (1.75)”.
2.
Section 3(b) of the
Change in Control Agreement is hereby amended by deleting the
reference to “eighteen (18)” and replacing it with
“twenty-one (21)”.
3.
Section 8(a)(i) of
the Change in Control Agreement is hereby amended to read in its
entirety as follows:
“(i)
For a period ending on the
expiration of two years following the termination of
Executive’s employment (the “ Restricted Period
”), Executive will not directly or indirectly,
(A) engage in any business for Executive’s own account
that competes with the business of the Company as of the date of
termination of the Executive’s employment, (B) enter the
employ of, or render any services to,
