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 B