DEFERRED STOCK UNIT AWARD AGREEMENTDeferred Unit Award Agreement |
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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.
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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 Company shall, subject to the remainder of this Agreement, transfer to the Participant a number of Shares equal to the number of Deferred Stock Units granted to the Participant under this Agreement as soon as reasonably practicable after the date on which the Participant ceases to serve as a member of the Board or, if later, the date on which the Participant experiences a “separation from service” w
