X0306 4 2012-09-07 1 0001292900 INTERLINE BRANDS, INC./DE IBI 0001266089 DOBLADO LUCRETIA D C/O INTERLINE BRANDS, INC. 701 SAN MARCO BOULEVARD JACKSONVILLE FL 32207 0 1 0 0 Chief Information Officer Common Stock, par value $0.01 per share 2012-09-07 4 D 0 27469 25.50 D 0 D Option (right) to buy Common Stock 20.79 2012-09-07 4 D 0 12052 4.71 D 2014-03-01 Common Stock 12052 0 D Option (right) to buy Common Stock 19.63 2012-09-07 4 D 0 17241 5.87 D 2015-02-26 Common Stock 17241 0 D Option (right) to buy Common Stock 7.89 2012-09-07 4 D 0 27778 17.61 D 2016-02-25 Common Stock 27778 0 D Option (right) to buy Common Stock 17.92 2012-09-07 4 D 0 12324 7.58 D 2017-02-24 Common Stock 12324 0 D Option (right) to buy Common Stock 21.58 2012-09-07 4 D 0 21941 3.92 D 2018-03-02 Common Stock 21941 0 D Option (right) to buy Common Stock 20.56 2012-09-07 4 D 0 17274 4.94 D 2019-02-28 Common Stock 17274 0 D Restricted Share Units 0.00 2012-09-07 4 D 0 29638 25.50 D Common Stock 29638 0 D Disposition pursuant to the merger agreement, dated May 29, 2012, by and among the issuer, Isabelle Holding Company, LLC, formerly Isabelle Holding Company Inc. prior to its conversion to a limited liability company ("Parent") and Isabelle Acquisition Sub Inc. ("Merger Sub") providing for the merger (the "Merger") of Merger Sub with and into the issuer effective as of September 7, 2012, pursuant to which all outstanding shares were cancelled in exchange for a cash payment equal to $25.50 per share. All options, unless otherwise agreed upon between Parent and Ms. Doblado and as specified herein, were cancelled and converted into the right to receive an amount in cash equal to, without interest and less applicable withholding taxes, the product of (i) the excess, if any, of $25.50 (the per share merger consideration) over the per share exercise price of the applicable stock option and (ii) the aggregate number of shares of common stock that may be acquired upon exercise of such stock option immediately prior to the effective time of the Merger. The options became exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, March 1, 2007. The options became exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 26, 2008. Pursuant to an individual agreement entered into in connection with the Merger, all 27,778 shares of common stock subject to this stock option were assumed by Parent and replaced with options to acquire 2,777.8 membership units of Parent for $78.90 per unit. The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 25, 2009. Pursuant to an individual agreement entered into in connection with the Merger, all 12,324 shares of common stock subject to this stock option were assumed by Parent and replaced with options to acquire 1,232.4 membership units of Parent for $179.20 per unit. The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 24, 2010. The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, March 2, 2011. The options are exercisable in quarterly installments on the first, second, third and fourth anniversary of the grant date, February 29, 2012. All outstanding restricted share units subject to time-based vesting conditions became fully vested in accordance with their terms at the effective time of the Merger. All outstanding restricted share units subject to performance-based vesting conditions became fully vested upon the occurrence of the Merger and the number of shares of the issuer's common stock subject to such awards that became vested was equal to the maximum amount of such award. Accordingly, all restricted share units vested at the maximum amount of such award as of immediately prior to the consummation of the Merger. At the effective time of the Merger, each vested restricted share unit was converted into the right to receive an amount in cash equal to $25.50 (the per share merger consideration) per share of the issuer's common stock underlying such restricted share unit, without interest and less applicable withholding taxes. /s/ Michael Agliata, Attorney-in-Fact 2012-09-11