EXHIBIT 10.2
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FORM OF STOCK OPTION AGREEMENT FOR POST-IPO GRANTS TO NON-EXECUTIVE EMPLOYEES
INTERLINE BRANDS, INC.
2004 EQUITY INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
THIS OPTION AGREEMENT (the "AGREEMENT"), dated as of _________ __,
200__ (the "DATE OF GRANT") is made 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
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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); PROVIDED, that such shares of Stock are Mature Shares, (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 a 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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, 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 for any
reason, 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 ninety (90) days following such termination
of employment without further consideration to the Optionee.
(ii) FOR CAUSE. If the Optionee's employment
with the Company or its Affiliates is terminated by the Company or
its Affiliates for Cause, then the both the unvested and the vested
portions of the Option shall terminate and expire on the date of such
termination of employment without further consideration to the
Optionee.
(iii) DEATH OR DISABILITY. If the Optionee's
employment with the Company or its Affiliates is terminated due to
his death or by the Company due to Disability, 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
(or the Optionee's estate or beneficiary, as
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applicable) through the earlier of (x) the Expiration Date or (y) the
first anniversary of such date of termination.
(f) TRANSFERABILITY. The Option may not be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered by
the Optionee other than by will or by the laws of descent and distribution,
and any such purported assignment, alienation, pledge, attachment, sale,
transfer or encumbrance shall be void and unenforceable against the Company;
PROVIDED, THAT, the designation of a beneficiary shall not constitute an
assignment, alienation, pledge, attachment, sale, transfer or encumbrance. No
such permitted transfer of the Option to heirs or legatees of the Optionee
shall be effective to bind the Company unless the Committee shall have been
furnished with written notice thereof and a copy of such evidence as the
Committee may deem necessary to establish the validity of the transfer and the
acceptance by the transferee or transferees of the terms and conditions
hereof. During the Optionee's lifetime, the Option is exercisable only by the
Optionee or his or her legal representative.
(g) RIGHTS AS STOCKHOLDER. The Optionee shall not be
deemed for any purpose to be the owner of any of the Option Shares subject to
this Option unless, until and to the extent that (i) the Option shall have
been exercised pursuant to its terms and (ii) the Company shall have issued
and delivered to the Optionee the Option Shares.
3. WITHHOLDING TAXES.
(a) As a condition of the exercise of the Option, the
Optionee shall pay to the Company or make arrangements satisfactory to the
Committee regarding payment of any federal, state or local taxes of any kind
required by law to be withheld upon the exercise of the Option and the Company
shall, to the extent permitted or required by law, have the right to deduct
from any payment of any kind otherwise due to the Optionee, federal, state and
local taxes of any kind required by law to withheld upon the exercise of the
Option.
(b) Without limiting the generality of clause (a)
above, the Optionee may satisfy, in whole or in part, the foregoing
withholding liability (but no more than the minimum required withholding
liability) (i) by the delivery of Mature Shares owned by the Optionee having a
Fair Market Value equal to such withholding liability or (ii) by having the
Company withhold from the Option Shares otherwise issuable pursuant to the
exercise of the Option a number of shares with a Fair Market Value equal to
such withholding liability.
4. MISCELLANEOUS.
(a) NOTICES. Any and all notices, designations,
consents, offers, acceptances and any other communications provided for herein
shall be given in writing and shall be delivered either personally or by
registered or certified mail, postage prepaid, which shall be addressed, in
the case of the Company to the Secretary of the Company at the principal
office of the Company and, in the case of the Optionee, to
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Optionee's address appearing on the books of the Company or to Optionee's
residence or to such other address as may be designated in writing by the
Optionee.
(b) NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in the
Plan or in this Agreement shall confer upon the Optionee any right to continue
in the employ of the Company or its Affiliates shall interfere with or
restrict in any way the right of the Company or its Affiliates, which are
hereby expressly reserved, to remove, terminate or discharge the Optionee at
any time for any reason whatsoever.
(c) BOUND BY PLAN. By signing this Agreement, the
Optionee acknowledges that he has received a copy of the Plan and has had an
opportunity to review the Plan and agrees to be bound by all the terms and
provisions of the Plan.
(d) SUCCESSORS. The terms of this Agreement shall be
binding upon and inure to the benefit of the Company, its successors and
assigns, and of the Optionee and the beneficiaries, executors, administrators,
heirs and successors of the Optionee.
(e) INVALID PROVISION. The invalidity or
unenforceability of any particular provision hereof shall not affect the other
provisions hereof, and this Agreement shall be construed in all respects as if
such invalid or unenforceable provision had been omitted.
(f) MODIFICATIONS. No change, modification or waiver of
any provision of this Agreement shall be valid unless the same be in writing
and signed by the parties hereto.
(g) ENTIRE AGREEMENT. This Agreement and the Plan
contain the agreement and understanding of the parties hereto with respect to
the subject matter contained herein and therein and supersede all prior
communications, representations and negotiations in respect thereto.
(h) GOVERNING LAW. This Agreement and the rights of the
Optionee hereunder shall be construed and determined in accordance with the
laws of the State of New York.
(i) HEADINGS. The headings of the Sections hereof are
provided for convenience only and are not to serve as a basis for
interpretation or construction, and shall not constitute a part, of this
Agreement.
(j) COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the parties hereto on the first set forth above.
INTERLINE BRANDS, INC.
By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Executive Officer
By:
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Optionee
Address:
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