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Exhibit 10.6
INTERLINE BRANDS,
INC.
2004 EQUITY INCENTIVE
PLAN
NONQUALIFIED STOCK OPTION
AGREEMENT
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 ”).
W I T N E S S E T
H:
1.
Grant of
Option .
(a)
The
Option . The Company hereby
grants to the Optionee an option (the “ Option
”) to purchase
shares of Common Stock on the terms and conditions set forth in
this Agreement and as otherwise provided in the Plan. This
Option is not intended to be treated as an Incentive Stock Option,
as such term is defined in Section 422 of the Internal Revenue
Code of 1986, as amended.
(b)
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 meaning set forth in the Plan.
2.
Terms and
Conditions .
(a)
Purchase
Price . The price at which
the Optionee shall be entitled to purchase shares of Common Stock
upon the exercise of all or any portion of this Option shall be
$ per share.
Shares of Common Stock acquired upon the exercise of the Option
shall hereinafter be referred to as “ Option Shares
.”
(b)
Expiration
Date . The Option shall
expire at 11:59 p.m. Eastern Standard Time on the seventh
anniversary of the Date of Grant (the “ Expiration
Date ”).
(c)
Exercisability
of Option . Subject to the
Optionee’s continued employment with the Company or an
Affiliate, the Option shall become vested and exercisable as to
twenty-five percent (25%) of the Option Shares subject thereto on
each of the first, second, third and fourth anniversaries of the
Date of Grant.
(d)
Method of
Exercise . The Option may be
exercised only by written notice, in a form to be provided by the
Committee, and delivered to the Company in person or sent by mail
in accordance with Section 4(a) hereof and, in either
case,
accompanied by payment
therefor. The Option Price shall be payable (i) in cash
and/or shares of Stock valued at the Fair Market Value at the time
the Option is exercised (including by means of attestation of
ownership of a sufficient number of shares of Stock in lieu of
actual delivery of such shares to the Company), (ii) in the
discretion of the Committee, either (A) in other property
having a fair market value on the date of exercise equal to the
Option Price or (B) by delivering to the Committee a copy of
irrevocable instructions to a stockbroker to deliver promptly to
the Company an amount of loan proceeds, or proceeds from the sale
of the Option Shares subject to the Option, sufficient to pay the
Option Price or (iii) by such other method as the Committee
may allow. Notwithstanding the foregoing, in no event shall
an Optionee be permitted to exercise an Option in the manner
described in clause (ii) of the preceding sentences if the
Committee determines that exercising an Option in such manner would
violate the Sarbanes-Oxley Act of 2002, any other applicable law or
the applicable rules and regulations of the Securities and
Exchange Commission, the applicable rules and regulations of
any securities exchange or inter-dealer quotation system on which
the securities of the Company or any of its Affiliates are listed
or traded.
(e)
Exercise Upon
Termination of Employment . In the event that
the Optionee ceases to be employed by the Company and its
Affiliates the Option held by the Optionee (to the extent then
outstanding) shall terminate as follows:
(i)
Without Cause
or by the Optionee . If the Company
or its Affiliates terminates the Optionee’s employment with
the Company or its Affiliates without Cause (other than due to
Disability) or the Optionee resigns for “Good Reason”
(as such term is defined in any employment agreement entered into
by and between the Company and the Optionee in effect on the Date
of Grant), then the unvested portion of the Option shall expire on
the date of termination and the vested portion of the Option shall
remain exercisable by the Optionee through the earlier of
(x) the Expiration Date or (y) a period of one-hundred
twenty (120) days following such termination of employment, and
shall thereafter terminate without further consideration to the
Optionee. If the Optionee’s employment with the Company
or its Affiliates is terminated by the Optionee without Good Reason
(other than due to Retirement), the unvested portion of the Option
shall expire on the date of termination and the vested portion of
the Option shall remain exercisable by the Optionee through the
earlier
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