SEPARATION AGREEMENT & RELEASE OF CLAIMS

Exhibit 10.1

SEPARATION AGREEMENT & RELEASE OF CLAIMS

This is a Separation Agreement and Release of Claims (“Agreement” or “Release”) between HD Supply, Inc., its subsidiaries, affiliates, predecessors, and related entities (hereinafter the “Company”) and Mark Jamieson (the “Employee”).

WHEREAS, the Employee acknowledges that the consideration provided to Employee under this Agreement is sufficient to support the releases provided by Employee under this Agreement; and,

WHEREAS, the Employee acknowledges and agrees that the consideration provided to Employee under this Agreement is divided into two separate categories, with the receipt of twenty-four (24) months of base salary continuation, minus applicable tax withholdings, to serve as consideration attributable solely to the restrictive covenants contained in Section 10 of the Agreement, and the receipt of Employee’s bonus/management incentive plan payout for fiscal year 2010 to serve as consideration specifically attributable to all other covenants and promises made by Employee in the Agreement; and

WHEREAS, the Employee acknowledges and agrees that the Company is an international Company doing business in the geographic territories listed in this Agreement, and that as the Company’s Chief Financial Officer, Employee was exposed to the most sensitive financial information regarding the Company’s business practices and future business plans, which if such information became known to the Company’s competitors, could seriously jeopardize the Company’s business operations; and

WHEREAS, the Employee acknowledges and agrees that if the Employee were to work for any of the Company’s business competitors identified herein, that certain critical competitive information about the Company’s business practices would inevitably be disclosed to the such competitors; and

WHEREAS, the Employee represents that he has not filed any charges, claims or lawsuits against the Company involving any aspect of his employment; and

WHEREAS, the Employee understands the Company regards the representations by him as material and that the Company is relying on these representations in entering into this Agreement,

NOW, THEREFORE, the Company and the Employee agree as follows:

1. Termination Date. The Employee’s last day of employment was April 14, 2010 (“Termination Date”). Therefore, except as otherwise specifically provided for in this Agreement, Employee shall not be entitled to receive any further remuneration from the Company, and will not accrue any vacation days or credit subsequent to the Termination Date.

2. Consideration.

3. Stock and Stock Options. Employee shall forfeit all rights, if any, to unvested stock options but will retain ownership rights of the 50,000 shares purchased by Employee. All rights to stock purchased and stock options granted shall be controlled by the terms of the Employee Stock Subscription Agreement and the HDS Investment Holding, Inc. Stock Incentive Plan.

4. Benefits. The Employee’s benefits shall end on the last day of the month in which the Termination Date falls. Employee shall not be entitled to any other benefits except as expressly provided for in this Agreement; provided, however, that Employee, if eligible, may continue certain benefits under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), 29 U.S.C. § 1161 et seq., but only if Employee timely elects such coverage and timely makes all premium payments.

5. Company Vehicle. While employed, the Employee was provided a company vehicle for his use. The vehicle is: Make: Lexus; Model: LS 460; Year: 2008 and Color: Black. Employee has the option to purchase this company vehicle for $36,900. Said purchase will need to be completed no later than seven (7) days following the execution of this Agreement

6. Additional Benefits. Employee will be permitted to port his death benefit only insurance policy; however, Employee must pay the associated premiums.

7. Outplacement Services. In lieu of providing outplacement services and at Employee’s request, the Company shall pay Employee a lump sum amount that after the deduction of applicable tax withholding will result in a net payment $16,000.00 to Employee.

8. Release of Claims. The Employee and Employee’s heirs, assigns, and agents release, waive and discharge the Company and its past and present directors, officers, employees, parents, subsidiaries, affiliates, related entities, and agents and each of its and their predecessors, successors and assigns from each and every claim, action or right of any sort, known or unknown, arising on or before the Effective Date.

a.     The foregoing release includes, but is not limited to, any claim of discrimination on the basis of race, sex, religion, sexual orientation, national origin, disability, age, or citizenship status; any other claim based on any local, state, or federal prohibition, including but not limited to claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 1981, the Age Discrimination in Employment Act of 1967, as amended, the Family Medical Leave Act, the Fair Labor Standards Act, the Americans With Disabilities Act or the Employee Retirement Income Security Act, as amended; any claim arising out of or related to any alleged express or implied employment contract, any other alleged contract affecting terms and conditions of employment, or an alleged covenant of good faith and fair dealing; or any claim for severance pay, bonus,

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salary, sick leave, stocks, attorneys’ fees, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, workers’ compensation or disability.

9. Confidential Information and Trade Secrets. The Employee acknowledges that through Employee’s employment with the Company, Employee has acquired and had access to the Company’s Confidential Information. Employee further acknowledges that Employee has not published, disclosed or used any of the Company’s Confidential Information except in accordance with Employee’s duties for the Company. The Employee agrees that, for a period of three years after the Effective Date, Employee will hold in confidence all Confidential Information of the Company and will not disclose, publish or make use of such Confidential Information, unless compelled by law and then only after notice to the Senior Vice President, Human Resources of the Company. Employee further agrees to return all documents, disks, or any other item or source containing Confidential Information, or any other Company property, to the Company on or before the Termination Date. If the Employee has any question regarding what data or information would be considered by the Company to be Confidential Information, the Employee agrees to contact the Senior Vice President, Human Resources for written clarification. In addition, Employee shall immediately notify the Company in writing if any electronic copies of Company documents, including but not limited to Confidential Information, are contained on or within a computer, PDA, email account, or other electronic storage media owned by or within the control of Employee, and further, will take all steps requested by the Company to permanently delete or destroy such copies and verify that the copies have been deleted or destroyed in a manner acceptable to the Company. “Confidential Information” shall include any data or information, other than trade secrets, that is valuable to the Company and not generally known to competitors of the Company or other outsiders, regardless of whether the confidential information is in printed, written, or electronic form, retained in the Employee’s memory, or has been compiled or created by the Employee. This includes, but is not limited to: technical, financial, credit marketing, personnel, staffing, payroll, computer systems, marketing, advertising, merchandising, operations, strategic planning, product, vendor, customer or store planning data, trade secrets, or other information similar to the foregoing.

a.     The Employee also acknowledges that through Employee’s employment with the Company Employee has acquired and had access to the Company’s Trade Secrets. The Employee further acknowledges that the Company has made reasonable efforts under the circumstances to maintain the secrecy of its Trade Secrets. Employee agrees to hold in confidence all Trade Secrets of the Company that came into Employee’s knowledge during employment by the Company and shall not disclose, publish, or make use of at any time such Trade Secrets for the longer of (1) so long as the information remains a Trade Secret, or (2) a period of three years after the Effective Date. Trade

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Secret” means information, without regard to form, including, but not limited to, any technical or non-technical data, formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plans, strategic plans, product plans, or list of actual or potential customers or suppliers which is not commonly known by or available to the public and which information: (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can derive economic value from its disclosure or use and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

10. Non-Competition and Non-Solicitation.

a.      Employee agrees that Employee will not, for a period of 36 months following the Termination Date (the “Non-Competition Period”), either directly or indirectly, compete with the Company within the Geographical Area (as hereinafter defined). The term “compete” means to render any Business Services (as herein defined), directly or indirectly, on Employee’s own behalf or in the service of or on behalf of any other individual or entity, either as a proprietor, employee, agent, independent contractor, consultant, director, officer, partner or stockholder (other than a stockholder of a corporation listed on a national securities exchange or whose stock is regularly traded in the over-the-counter market, provided that Employee at no time owns, directly or indirectly, in excess of one percent (1%) of the outstanding stock of any class of any such corporation) in furtherance of Competitive Services (as herein defined). For purposes of this Agreement, the term “Geographical Area” means the area including the United States, Canada, Puerto Rico, Mexico, and China, in which Employee agrees and affirms the Company currently does business, and which Employee further agrees and affirms that, by virtue of his position as the Company’s Chief Financial Officer, he had responsibility for with respect to the execution of his duties for the Company. For purposes of this Agreement, the term “Business Services” means (a) the provision of financial services in accordance with the duties and responsibilities of a chief financial officer position, including but not limited to the overseeing of financial appropriations and expenditures, disseminating financial data, directing budget and spending, reporting the financial condition of a company to the senior executive team and/or the board of directors, insuring financial transparency to a company’s shareholders and governmental regulatory boards, and participating in the planning of a company’s short and long term business strategies and goals, all of which Employee acknowledges he carried out on behalf of the Company, and further, (b) supervising or managing any of the foregoing in an executive position other than chief financial officer. For purposes of this Agreement, the term “Competitive Services” means the sale or provision of building supply materials to the wholesale market by distributing building materials and tools and providing installation services to professionals in the construction, maintenance and repair, energy and infrastructure markets. Without limitation, Employee specifically agrees that this non-competition restriction prohibits him from providing professional assistance, as an officer, employee, consultant, independent contractor or otherwise, to the finance departments of any of the companies identified in Exhibit “A,” of this Agreement, which Employee specifically acknowledges and agrees are companies that engage

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in Competitive Services. Further, Employee covenants and agrees that he will resign from any future employer that, during the Non-Competition Period, subsequently merges with, acquires or is acquired by any of the companies identified in Exhibit “A.”

11. Non-Solicitation of Employees. The Employee agrees that for a period of 36 months following the Termination Date, Employee will not directly or indirectly solicit any person who is an employee of the Company and with whom the Employee had material business contact during the one-year prior to Employee’s Termination Date, to terminate his or her relationship with the Company, without first obtaining prior written approval from the Senior Vice President, Human Resources of the Company. The Employee further acknowledges that his breach of any of the covenants in this Section of the Agreement would result in immediate and irreparable harm to the Company, its parents, subsidiaries, affiliates or related entities that cannot be adequately or reasonably compensated by law. Accordingly, the Employee agrees that the Company shall be entitled, if any such breach shall occur or be threatened or attempted, if it so elects, to seek a temporary, preliminary, and permanent injunction, without being required to post a bond, enjoining and restraining such breach or threatened or attempted breach by the Employee.

12. Breach by Employee. The Company’s obligations to the Employee under this Agreement are contingent on Employee’s performance of Employee’s obligations under this Agreement. Any breach by Employee of this Agreement will entitle the Company to all its remedies allowed in law or equity, including but not limited to the return of any payments that it made to Employee under this Agreement to the extent permitted under federal, state and local law. Employee specifically understands and agrees that if the Company, in its sole discretion, determines that Employee has violated any of the restrictive covenants contained in Section 10 of this Agreement, that all Restrictive Covenants Payments set forth in Section 2 of this Agreement will immediately cease and the Company shall have no liability to Employee for stopping such payments based on its determination that Employee has violated any of the covenants in Section 10. Further, if it is determined in arbitration that Employee has violated Section 10 in any respect, (a) all Restrictive Covenants Payments will be forfeited and Employee will no longer be entitled to receive any such payments, and (b) Employee will immediately return the gross amount of all Restrictive Covenants Payments previously paid to Employee under Section 2, plus interest at the rate of 7% per annum, compounded daily. Employee expressly understands and agrees that in the event of his breach of the covenants contained in Section 10 of this Agreement the cessation of all future, and repayment of all previously paid, Restrictive Covenant Payments is an appropriate remedy as it would be difficult, if not impossible, to ascertain damages to the Company in the event of such a breach.

13. Employee Availability. Employee agrees to make himself reasonably available to the Company to respond to requests by the Company for information pertaining to or relating to the Company and/or the Company’s affiliates, subsidiaries, agents, officers, directors or employees which may be within the knowledge of the Employee. Employee agrees to cooperate fully with the Company in connection with any and all existing or future litigation, charges, or investigations brought by or against the Company or any of its past or present affiliates, agents, officers, directors or employees, whether administrative, civil or criminal in nature, in which and to the extent the Company deems the Employee’s cooperation necessary. In conjunction with Employee’s commitments under this Section, the Company will reimburse the Employee for reasonable out-of-pocket expenses incurred as a result of such cooperation.

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14. Non-Disparagement. The Employee agrees that Employee will not make or cause to be made any statements that disparage, are inimical to, or damage the reputation of the Company or any of its past or present affiliates, subsidiaries, agents, officers, directors or employees to anyone, including but not limited to the media, public interest groups and publishing companies. The Employee agrees that if he breaches this Section 14, the damages resulting from such breach would be difficult if not impossible to ascertain. Therefore, for each disclosure that the Employee makes, directly or indirectly, in violation of this Section 14, the Employee will pay the Company, within five business days of receiving written notice from the Company of such statement, liquidated damages in the amount of $10,000.00. The Employee acknowledges and agrees that the liquidated damage payment of $10,000.00 per violation is a reasonable estimate of the harm that would be caused by a disclosure in violation of this Section 14. In addition to liquidated damages, the Company will be entitled to injunctive or other equitable relief to require specific performance, or to prevent a breach, of this Section 14 without posting bond or any requirement or showing that the Company has suffered any damages from the Employee’s breach.

15. Insider Trading. The Employee acknowledges that through his employment with the Company he may have learned material, non-public information regarding the Company. The federal securities laws prohibit trading by persons while aware of material, non-public information. The Employee should seek advice of his legal counsel prior to conducting any transactions in the Company’s stock if the Employee thinks he may possess such information.

16. Employee Acknowledgements. Employee acknowledges that Employee is knowingly and voluntarily waiving and releasing any rights he/she may have under the Age Discrimination in Employment Act of 1967. Employee also acknowledges that the consideration given for the waiver and release set forth in this Agreement is in addition to anything of value to which Employee was already entitled without the waiver and release. Employee further acknowledges that Employee has been advised by this writing, as required by the Older Workers’ Benefit Protection Act, that: (1) his/her waiver and release does not apply to any rights or claims that may arise after the Effective Date of this Agreement; (2) he/she should consult with an attorney prior to executing this Agreement; (3) he/she has at least twenty-one (21) days to consider this Agreement (although he/she may by his/her own choice execute this Agreement earlier); (4) he/she has seven (7) days following his/her execution of this Agreement to revoke the Agreement; and (5) this Agreement shall not be effective until the date upon which the revocation period has expired (“Effective Date”). Employee may revoke this Release only by giving the Company formal, written notice of Employee’s revocation of this Agreement, which should be addressed to Stephanie Caron, HD Supply, Inc., Global Support Center, Cumberland Center II, 3100 Cumberland Boulevard, D16, Atlanta, GA 30339 and which must be received by Ms. Caron by the close of business on the seventh (7th) day following Employee’s execution of this Agreement.

17. Non-Assignment. The Employee represents and warrants that as of the date of this Release he has not assigned or transferred, or purported to assign or transfer, to any person, firm, corporation, association or entity whatsoever any released claim. Employee hereby agrees to indemnify and hold the Company and its past and present directors, officers, employees, parents, subsidiaries, affiliates, related entities, and agents harmless against, without any limitation, any and all rights, claims, warranties, demands, debts, obligations, liabilities, costs, court costs, expenses, including attorneys’ fees, causes of action or judgments based on or arising out of any such assignment or transfer.

18. Entire Agreement. This Release constitutes the entire understanding between the parties. The parties have not relied on any oral statements that are not included in this Separation Agreement and Release of Claims. Any modifications to this Release must be in writing and signed by the Senior Vice President, Human Resources of The Company.

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19. Governing Law. This Agreement shall be construed, interpreted and applied in accordance with the law of the State of Georgia, without giving effect to the choice of law provisions thereof.

20. Arbitration. Any dispute, controversy, or claim arising out of or related to this Agreement, including, but not limited to, a claim for breach or an action for declaratory judgment regarding the validity of this Agreement or any provision hereof, specifically including any breach of the restrictive covenant agreements contained in Section 10 of this Agreement (a “Claim”), shall be settled by final and binding arbitration pursuant to the rules of the American Arbitration Association. Any such arbitration shall be conducted by one arbitrator mutually acceptable to the parties, who has substantial experience in the matters covered by this Agreement. If the parties are unable to agree on the arbitrator within thirty (30) days of one party’s giving the other party written notice of intent to arbitrate, the American Arbitration Association shall appoint an arbitrator with such qualifications to conduct such arbitration. The decision of the arbitrator shall be conclusive and binding on the parties. The arbitration shall be conducted in Atlanta, Georgia or such other location to which the parties may agree. The arbitrator shall have the authority to determine the arbitrability of any Claim. The parties understand and agree that the arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of preliminary and permanent injunctive relief. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Senior Vice President, Human Resources and the Employee.

The Employee understands and acknowledges the significance and consequences of this Agreement, that the consideration provided herein is fair and adequate, and represents that the terms of this Agreement are fully understood and voluntarily accepted.

Sign and return to

Meg Newman

HD Supply

Global Support Center

Cumberland Center II

3100 Cumberland Boulevard, D16

Atlanta, GA 30339

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EXHIBIT A

HD Supply Competitors

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