Exhibit
10.04


 


MSC
INDUSTRIAL DIRECT CO., INC.


 


AMENDED
AND RESTATED ASSOCIATE STOCK PURCHASE PLAN


 


(As
amended and restated effective December 20, 2012)


 


The following
are the provisions of the Amended and Restated MSC Industrial Direct Co., Inc. Associate Stock Purchase Plan (the "Plan").


 


		1.	Purpose.



 


The purpose
of the Plan is to provide Associates of MSC Industrial Direct Co., Inc. (the "Company") and its Subsidiaries
with an opportunity to purchase shares of the Company's Class A Common Stock. The Plan is intended to qualify as an "employee
stock purchase plan" under Section 423 of the Code. The provisions of the Plan will be construed so as to extend and limit
participation consistent with the requirements of the Code.


 


		2.	Definitions.



 


(a)"Associate"
shall mean any person, including an officer, who is customarily employed by the Company or one of its Designated Subsidiaries,
for at least twenty (20) hours per week and more than five (5) months in a calendar year.


 


(b)"Board"
shall mean the Board of Directors of the Company.


 


(c)"Class
A Common Stock" shall mean the Class A Common Stock, $.001 par value, of the Company.


 


(d)"Code"
shall mean the Internal Revenue Code of 1986, as amended.


 


(e)"Compensation"
shall mean all regular straight time gross earnings and commissions, and shall include payments for overtime, shift premium, incentive
compensation, incentive payments, bonuses and other compensation.


 


(f)"Continuous
Status as an Associate" shall mean the absence of any interruption or termination of service as an Associate. Continuous
Status as an Associate shall not be considered interrupted in the case of a leave of absence agreed to in writing by the Company
or a Subsidiary, provided that such leave is for a period of not more than 90 days or re-employment upon the expiration of such
leave is guaranteed by contract or statute.


 


(g)"Contributions"
shall mean all amounts credited to the account of a participant pursuant to the Plan.


 



    	 



    	 



    

 


(h)"Designated
Subsidiaries" shall mean the Subsidiaries which have been designated by the Board in its sole discretion as eligible
to participate in the Plan.


 


(i)"Exercise
Date" shall mean the last business day of each Offering Period of the Plan.


 


(j)"Fair
Market Value" shall mean as of any date (i) the closing sale price of the Class A Common Stock on the New York Stock
Exchange on such date or, if such day is not a business day, as of the immediately preceding business day, (ii) if there is no
sale of the Class A Common Stock on such Exchange on such business day, the average of the bid and asked prices on such Exchange
at the close of the market on such business day, and (iii) if the Class A Common Stock is no longer traded on such Exchange, as
determined by the Board in its reasonable discretion.


 


(k)"Offering
Date" shall mean the first day of each Offering Period of the Plan.


 


(l)"Offering
Period" shall mean a period of three (3) months commencing on the following dates of each year except as otherwise determined
by the Company:


 


		(i)	November 1,



 


		(ii)	February 1,



 


		(iii)	May 1, and



 


		(iv)	August 1.



 


(m)"Purchase
Price" shall mean 90% of the Fair Market Value of the Class A Common Stock on the Exercise Date, unless otherwise determined
by the Board in its discretion. Subject to Section 19 hereof, the
Board may from time to time, in its discretion and without shareholder approval, change the method for calculating the Purchase
Price, provided that the Purchase Price may not be less than the lesser of (a) 85% of the Fair Market Value of the Company’s
Class A Common Stock on the Offering Date and (b) 85% of the Fair Market Value on the Exercise Date.


 


(n)"Subsidiary"
shall mean a corporation, domestic or foreign, of which not less than 50% of the voting shares are held by the Company or a Subsidiary,
whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary.


 


		3.	Eligibility.



 


(a)All Associates
are eligible to participate in such Offering Period under the Plan commencing on the first day of the month following the completion
of both the month in which he or she was hired and the next full calendar month, subject to the requirements of Section 5 and
the limitations imposed by Section 423(b) of the Code.


 


(b)An Associate
shall not be granted an option under the Plan, if:


 



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(i)         immediately
after the grant, the Associate (or any other person whose stock would be attributed to such Associate pursuant to Section 424(d)
of the Code) would own shares and/or hold outstanding options to purchase shares possessing five percent (5%) or more of the total
combined voting power or value of all classes of shares of the Company; or


 


(ii)         the
rate of withholding under such option would permit the Associate's rights to purchase shares under all "employee stock purchase
plans" (described in Section 423 of the Code) of the Company and its Subsidiaries to accrue (i.e., become exercisable) at
a rate which exceeds Twenty-Five Thousand Dollars ($25,000) of Fair Market Value of such shares (determined at the time such option
is granted) for each calendar year in which such option is outstanding at any time.


 


		4.	Offering Periods.



 


(a)The Plan
shall be implemented by consecutive Offering Periods with a new Offering Period to begin on or about November 1, February 1, May
1 and August 1 of each year (or at such other time or times as may be determined by the Board). The first Offering Period shall
begin on November 1, 1998.


 


(b)The Board
will have the power to change the duration and/or the frequency of an Offering Period with respect to any future offerings without
shareholder approval if such change is announced at least fifteen (15) days prior to the scheduled beginning of the first Offering
Period to be affected.


 


		5.	Participation.



 


(a)An eligible
Associate may become a participant in the Plan by completing a subscription agreement provided by the Company, designating a percentage,
between one percent (1%) and fifteen percent (15%) of such Associate's Compensation, to be withheld as a payroll deduction and
paid as his or her Contribution to the Plan, and submitting the subscription agreement to the Company’s human resources
department, or such other person or group as designated by the Company, prior to the applicable Offering Date. Once enrolled,
the Associate shall remain enrolled in each subsequent Offering Period of the Plan at the designated payroll deduction unless
the Associate withdraws from an Offering Period by providing the Company with a written notice of withdrawal in accordance with
Section 10 or files a new subscription agreement prior to the applicable Offering Date changing the Associate's designated payroll
deduction.


 


(b)Payroll
deductions begin on the first payroll date during the applicable Offering Period and end on the last payroll date on or prior
to the Exercise Date of the Offering Period to which the subscription agreement is applicable, unless sooner terminated by the
participant as provided in Section 10.


 



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		6.	Method of Payment of
                                                                      Contributions.



 


(a)Payroll
deductions shall be made on each payroll date during the Offering Period in an amount between one percent (1%) and fifteen percent
(15%) (in whole number increments) of a participant's Compensation on each such payroll date.


 


(b)All payroll
deductions made by a participant will be credited to his or her account under the Plan.


 


(c)A participant
may not make any additional payments into the account.


 


(d)A participant
may discontinue his or her participation in the Plan as provided in Section 10, or may change the rate of his or her payroll deduction
during an Offering Period by completing and filing with the Company a new authorization for payroll deduction, provided that the
Board may, in its discretion, impose reasonable and uniform restrictions on a participant's ability to change the rate of payroll
deductions. The change in rate shall be effective no later than fifteen (15) days following the Company's receipt of the new authorization.
A participant may decrease or increase the amount of his or her payroll deductions as of the beginning of an Offering Period by
completing and filing with the Company, at least fifteen (15) days prior to the beginning of such Offering Period, a new payroll
deduction authorization.


 


(e)Notwithstanding
the foregoing, to the extent necessary, but only to such extent, to comply with Section 423(b)(8) of the Code and Section 3(b)
herein, a participant's payroll deductions may be automatically decreased to zero percent (0%) at any time during any Offering
Period. Payroll deductions shall commence at the rate provided in such participant's subscription agreement at the beginning of
the next succeeding Offering Period, unless terminated by the participant as provided in Section 10.


 


		7.	Grant of Option.



 


(a)An eligible
Associate participating in an Offering Period may purchase shares of the Company's Class A Common Stock on the Exercise Date with
the Contributions accumulated on or prior to such Exercise Date.


 


(b)The number
of whole and fractional shares to be purchased on the Exercise Date shall be determined by dividing the Purchase Price into the
Contributions accumulated in the participant's account as of the Exercise Date.


 


(c)The maximum
number of shares of the Class A Common Stock which may be purchased during each Offering Period by a participant shall not exceed
5,000 shares, and the purchase is subject to the limitations set forth in Sections 3(b) and 12.


 


		8.	Exercise of Option.



 


(a)Unless
a participant withdraws from the Plan as provided in Section 10, the Associate's option for the purchase of shares will be exercised
automatically on the Exercise Date of each Offering Period.


 



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(b)The maximum
number of whole and fractional shares will be determined based on the Purchase Price and the accumulated Contributions in the
participant's account.


 


(c)The shares
purchased will be issued to the participant as promptly as practicable after the Exercise Date.


 


(d)The option
to purchase shares hereunder is exercisable only by the participant.


 


(e)Notwithstanding
anything in the Plan to the contrary, any shares acquired by a participant hereunder after the first Offering Date subsequent
to January 6, 2004 may not be assigned, transferred, pledged or otherwise disposed of in any way by the participant for a
period of forty-five (45) days (or such other longer or shorter time period (including 0 days) as may be established
by the Board in its sole discretion) following the date on which the participant acquired such shares as a result of the exercise
of such participant's option.


 


		9.	Delivery.



 


As promptly
as practicable after the Exercise Date of each Offering Period, the Company shall arrange the delivery of shares to each participant
by means of direct deposit into the participant's brokerage account.


 


		10.	Voluntary Withdrawal;
                                                                       Termination of Employment.



 


(a)A participant
may withdraw all, but not less than all, of the payroll deductions credited to his or her account and not yet used to exercise
his or her option under the Plan at any time prior to an Exercise Date by giving written notice to the Company on a form provided
for such purpose. If the participant withdraws from an Offering Period, all of the participant's payroll deductions credited to
his or her account will be paid to the participant as promptly as practicable after receipt of the notice of withdrawal, his or
her option for such Offering Period will be automatically canceled, and no further payroll deductions for the purchase of shares
will be made during such Offering Period or subsequent Offering Periods, except pursuant to a new subscription agreement filed
in accordance with Section 5 hereof.


 


(b)Upon termination
of the participant's Continuous Status as an Associate prior to an Exercise Date of an Offering Period for any reason, including
retirement or death, the payroll deductions accumulated in his or her account will be returned to him or her as promptly as practicable
after such termination or, in the case of death, to the person or persons entitled thereto under Section 14, his or her option
will be automatically canceled and he or she will be deemed to have elected to withdraw from the Plan.


 


(c)A participant's
withdrawal from an Offering Period will not have any effect upon his or her eligibility to participate in a succeeding Offering
Period or in any similar plan that may hereafter be adopted by the Company; provided, that the Board may, in its discretion and
subject to compliance with Section 423 of the Code (or any successor rule or provision or any applicable law or regulation), impose
reasonable and uniform restrictions on a participant's ability to participate in succeeding Offering Periods.


 



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		11.	Interest.



 


No interest
shall accrue on the Contributions of a participant in the Plan.


 


		12.	Stock.



 


(a)The maximum
number of shares of the Company's Class A Common Stock made available for sale under the Plan is 1,150,000 and is subject to adjustment
upon changes in the capitalization of the Company.


 


(b)If the
total number of shares subject to options granted exceeds the number of shares available under the Plan, the Company will make
a pro rata allocation of the shares remaining available for option grant in a practical and equitable manner. A written notice
will be distributed to each Associate stating the reduction of the number of shares due to the adjustment and the corresponding
reduction in the Contribution.


 


(c)The participant
will have no interest or voting right in shares covered by his or her option until such option has been exercised.


 


(d)Shares
to be delivered to a participant under the Plan will be registered in the name of the participant.


 


		13.	Administration.



 


The Board, or
a committee appointed by the Board, will:


 


(a)Supervise
and administer the Plan and will have full power to adopt, amend and rescind any rules deemed desirable and appropriate and consistent
for the administration of the Plan.


 


(b)Construe
and interpret the Plan in its sole and absolute discretion, and make all other determinations necessary or advisable for the administration
of the Plan.


 


		14.	Designation of Beneficiary.



 


(a)A participant
may file a written designation of a beneficiary who is to receive cash, if any, from the participant's account under the Plan
in the event of such participant's death.


 


(b)Designation
of a beneficiary may be changed by the participant at any time by written notice.


 


(c)In the
event of the death of a participant and in the absence of a beneficiary validly designated under the Plan who is living at the
time of such participant's death, the Company will deliver the cash to the executor or administrator of the estate of the participant,
or if no such executor or administrator has been appointed (to the knowledge of the Company), then the Company, in its discretion,
may deliver the cash to the spouse or to any one or more dependents or relatives of the participant.


 



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		15.	Transferability.



 


a) Neither Contributions
credited to a participant's account nor any rights with regard to an option to purchase shares under the Plan may be assigned,
transferred, pledged or otherwise disposed of in any way (except as provided in Section 14).


 


b) Any such
attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act
as an election to withdraw funds in accordance with Section 10.


 


		16.	Use of Funds.



 


All Contributions
received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not
be obligated to segregate such Contributions.


 


		17.	Reports.



 


An individual
Account Statement will be given to participating Associates promptly following each Exercise Date. The Account Statement will
report:


 


(a)amount
of Contributions,


 


(b)per share
Purchase Price,


 


(c)number
of shares purchased, and


 


(d)remaining
cash balance (if any).


 


		18.	Adjustments Upon Changes
                                                                       in Capitalization; Corporate Transactions.



 


In the event
of any Company stock dividend, stock split, combination or exchange of shares, recapitalization or other change in the capital
structure of the Company, corporate separation or division of the Company (including, but not limited to, a split-up, spin-off,
split-off or other distribution to Company stockholders, other than a normal or special cash dividend), sale by the Company of
all or a substantial portion of its assets (measured on either a stand-alone or consolidated basis), reorganization, rights offering,
partial or complete liquidation, merger or consolidation in which the Company is the surviving corporation, or any other corporate
transaction or other event involving the Company and having an effect similar to any of the foregoing, the Board shall make such
substitution or adjustments in the (a) number and kind of shares or other property, including cash, subject to outstanding options,
(b) Purchase Price for outstanding options and (c) other characteristics or terms of the options, as necessary or appropriate
to equitably reflect such corporate transaction or other event and to prevent dilution or enlargement of participants’ rights
under the Plan; provided, however, that the number of shares subject to any option shall always be a whole number.


 



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In the event
of the dissolution or liquidation of the Company, or a merger, reorganization or consolidation in which the Company is not the
surviving corporation, the Board, in its discretion, may accelerate the exercise of each option and/or terminate the same within
a reasonable time thereafter.


 


		19.	Amendment or Termination.



 


The Board may
at any time terminate or amend the Plan in whole or part. Except as provided in Section 18 or as necessary to comply with applicable
law, stock exchange rules or accounting rules, no such termination may affect options to purchase shares previously granted, nor
may an amendment make any change in any option which has been granted which adversely affects the rights of any participant. In
addition, to the extent necessary to comply with Section 423 of the Code (or any successor rule or provision or any applicable
law or regulation), the Company shall obtain shareholder approval in such manner as required.


 


20.Notices.
All notices or other communications by a participant to the Company under or in connection with the Plan shall be deemed to have
been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company
for the receipt thereof.


 


		21.	Conditions Upon Issuance
                                                                       of Shares.



 


(a)Shares
shall not be issued with respect to an option to purchase, unless the exercise of such option and the issuance and delivery of
such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation,
the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the shares may then be listed.


 


(b)As a condition
to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of
any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute
such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable
provisions of law.


 


(c)Each participant
agrees, by entering the Plan, to promptly give the Company notice of any disposition of shares purchased under the Plan where
such disposition occurs within two (2) years after the date of grant of the option pursuant to which such shares were purchased.


 


		22.	Term of Plan; Effective
                                                                       Date.



 


The Plan shall
continue in effect for a term of ten (10) years from November 1, 2008, unless sooner terminated under Section 19. Continuance
of the Plan shall be subject to approval by the shareholders of the Company no later than October 16, 2009. Such shareholder approval
shall be obtained in the manner required under the New York Business Corporation Law.


 



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		23.	No Rights to Continued
                                                                       Employment.



 


Neither this
plan, nor the grant of any option hereunder, shall confer any right on any Associate or restrict the right of the Company or any
Subsidiary to terminate such Associate’s employment or service to the Company or such Subsidiary.


 


		24.	Responsibility.



 


Neither the
Company, the Board, any Subsidiary, nor any director, officer or employee of the Company or any Subsidiary shall be liable to
any Associate under the Plan for any mistake of judgment or omission or wrongful act unless resulting from willful misconduct
or intentional misfeasance.


 


		25.	Governing Law.



 


The validity,
construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with
the internal laws of the State of New York and any applicable United States federal laws.


 



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