EXHIBIT 10.36
INTERLINE BRANDS,
INC.
Annual Election Notice
To :
Interline Brands, Inc.
(“Interline”)
The undersigned, being a duly
elected non-employee member of the Board of Directors of Interline,
hereby irrevocably elects, acknowledges and directs
that:
1. The portion of the Annual Retainer payable to
me for the period of April 1, 2006 to December 31, 2006 (i.e.
$30,000), be paid to me, as follows:
a.
$
in cash;
b.
$
in whole shares of the common stock, par value $0.01 of Interline
(“ Common Stock ”) (with any fractional shares
paid in cash);
c.
$
in whole Deferred Stock Units (with any fractional Deferred Stock
Units paid in cash) subject to the terms of the Deferred Stock Unit
Award Agreement attached hereto as Exhibit A (the
“ DSU Agreement ”).
2. If applicable, the Committee Chairmanship Fees
payable to me for the period of April 1, 2006 to December 31, 2006
be paid to me, as follows:
a.
$
in cash;
b.
$
in whole shares of Common Stock (with any fractional shares paid in
cash);
c.
$
in whole Deferred Stock Units (with any fractional Deferred Stock
Units paid in cash) subject to the terms of the DSU
Agreement.
I acknowledge that (i) the number of shares of
Common Stock and/or Deferred Stock Units I will receive for 2006
will be determined by first dividing each dollar amount I elected
for such shares of Common Stock and/or Deferred Stock Units by
three (3) and then by further dividing (x) the first one third
(1/3) by the Fair Market Value (as defined in Interline’s
2004 Equity Incentive Plan) of a share of Common Stock on June 30,
(b) the second one third (1/3) by the Fair Market Value of a share
of Common Stock on September 30, and (z) the remaining one third
(1/3) by the Fair Market Value of a share
of Common Stock on December 31, (ii) I must
execute and return a copy of the DSU Agreement with my Election
Form in order to validly elect to receive Deferred Stock Units,
(iii) any Deferred Stock Units that I elect to receive will be paid
to me solely in accordance with the terms of the DSU Agreement, and
(iv) I may not make an election to receive Deferred Stock Units
with respect to any portion of the Annual Retainer or Committee
Chairmanship Fees that was earned by me prior to the date on which
Interline receives this completed Election Form (and that such
portion shall be automatically allocated ratably among my elections
to receive cash or shares of Common Stock).
TO BE VALID, AN ELECTION TO RECEIVE DEFERRED
STOCK UNITS MUST BE RECEIVED BY INTERLINE NO LATER THAN APRIL 7,
2006 . If the Election
Form is received later than such date, your election to receive
Deferred Stock Units will be deemed to be an election to receive
shares of Common Stock.
THIS ELECTION FORM WILL REMAIN IN EFFECT FOR
2006 ONLY. INTERLINE WILL PROVIDE YOU WITH A NEW ELECTION
FORM FOR 2007 LATER THIS YEAR. TO BE VALID, THIS NEW 2007
ELECTION FORM MUST BE COMPLETED AND RECEIVED BY INTERLINE BY NO
LATER THAN DECEMBER 31, 2006.
Dated effective as of the
day of March, 2006.
Exhibit A
INTERLINE BRANDS,
INC.
2004 EQUITY INCENTIVE
PLAN
NON-EMPLOYEE DIRECTOR
DEFERRED STOCK UNIT AWARD AGREEMENT
This DEFERRED STOCK UNIT AWARD
AGREEMENT (the “ Agreement ”), dated as of
,
2006, is made by and between Interline Brands, Inc. (the “
Company ”), and
(the “ Participant ”).
R
E C I
T A L S :
WHEREAS , the Company has adopted the Interline Brands,
Inc. 2004 Equity Incentive Plan (the “ Plan ”),
pursuant to Section 10 of which the Committee (or the Board acting
as the Committee) may grant Stock Bonus Awards denominated in
Common Stock having such terms and conditions as the Committee (or
the Board acting as the Committee) shall determine; and
WHEREAS , the Board has determined that it is in the
best interests of the Company and its stockholders to grant to the
Participant a Stock Bonus Award consisting of deferred stock units
(“ Deferred Stock Units ”) representing a right
to the delivery of Common Stock on a future date and/or event as
described in this Agreement.
NOW, THEREFORE
, for and in consideration of the
premises and the covenants of the parties contained in this
Agreement, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto, for
themselves, their successors and assigns, hereby agree as
follows:
Grant of Deferred Stock
Units. The Company hereby grants to the Participant on each
of the grant dates set forth on Schedule 1 attached hereto
(as amended or supplemented by the Company from time to time) the
number of Deferred Stock Units set forth next to such grant date,
in each case on the terms and conditions hereinafter set
forth. Each Deferred Stock Unit represents the unfunded,
unsecured right of the Participant to receive a share of
Common Stock (each a “Share”), on the date and/or
event specified herein.
Incorporation by Reference,
Etc. The provisions of the Plan are hereby incorporated
herein by reference. Except as otherwise expressly set forth
herein, this Agreement shall be construed in accordance with the
provisions of the Plan and any capitalized terms not otherwise
defined in this Agreement shall have the definitions set forth in
the Plan. The Board shall have final authority to interpret
and construe the Plan and this Agreement and to make any and all
determinations under them, and its decision shall be binding and
conclusive upon the Participant and his legal representative in
respect of any questions arising under the Plan or this
Agreement. By accepting the award of Deferred Stock Units,
the Participant agrees and acknowledges that the Participant has
received and read a copy of the Plan.
Payment of
Shares.
The Co
