Exhibit 10.5


 


Amendment to Change in Control Agreement


 


Effective as of December   ,
2007, the Change in Control Agreement, by and between Erik David Gershwind and
MSC Industrial Direct Co., Inc., dated December 27, 2005 (the “Agreement”)
is hereby amended to comply with Section 409A of the Code and applicable
regulations thereunder.  Unless the
context clearly indicates otherwise, capitalized terms herein shall have the
same meaning as in the Agreement.


 


1.                                       The
second sentence of paragraph A of Article FIRST is hereby amended to read
as follows:


 


In the event of
such termination by the Associate of his employment or if, within two (2) years
after a Change in Control, the Corporation shall terminate the Associate’s
employment other than for “Cause” (as hereinafter defined), the Corporation
shall pay to the Associate, subject to the provisions of paragraph F of this Article FIRST
and compliance by Associate with Article THIRD hereof, in cash, the “Special
Severance Payment” (as hereinafter defined) as provided in Section E
below.


 


2.                                       The
clause in the seventh line of paragraph E of Article FIRST that begins
with the words “such payment to be made in” and ends with the words “attached
as Exhibit B hereto” is hereby deleted and replaced with the following:


 


such payment to be
made in equal installments in accordance with the Corporation’s regular payroll
policies (but not less frequently than biweekly) for a period of eighteen
months, with the first such installment being made on the fifth (5th) business day following the
six-month anniversary of Associate’s termination of employment;


 


3.                                       The
following clause is hereby added to the end of paragraph E of Article FIRST
after the word “termination”, set off by a comma:


 


, provided that if
any payment (or portion thereof) otherwise due under this clause (Z) during
the first six (6) months following the Associate’s termination of
employment is not exempt from the application of section 409A of the Code under
applicable Treasury regulations, the amount subject to section 409A that would
otherwise be paid during such first six months shall be held (without
adjustment for earnings and losses) and paid on the fifth (5th) business day following the
six-month anniversary of such termination date.


 


4.                                       Paragraph
F of Article FIRST is hereby amended to read as follows:


 


As a condition to
receiving the Special Severance Payment, (x) concurrently with entering
into this Agreement, Associate shall execute the Associate Confidentiality,
Non-Solicitation and Non-Competition Agreement referred to in Article THIRD
hereof and attached as Exhibit B hereto and (y) shall execute and
return the General Release in the form attached as Exhibit A hereto 


 

















 


no later than 60
days following the Associate’s termination of employment, and Associate shall
at all times be in compliance with such Agreement and Release.


 


5.                                       The
first sentence of paragraph C of Article SECOND is hereby amended to read
as follows:


 


Each indemnity
payment to be made to the Associate pursuant to this Article SECOND shall
be payable within fifteen (15) business days of delivery of a written request
(a “Request”) for such payment to the Corporation (which request may be made
prior to the time the Associate is required to file a tax return showing a
liability for an Excise Tax or other tax) but, in any event, such Request shall
be made at least 15 business days prior to (i) the end of the Associate’s
taxable year following the Associate’s taxable year in which an Excise Tax is
remitted to a taxing authority, or (ii) in the event that no Excise Tax is
remitted, the end of the Associate’s taxable year following the Associate’s
taxable year in which an audit is completed or there is a final and
non-appealable settlement or other resolution of the litigation.


 


6.                                       The
following clause is hereby added to the end of paragraph E of Article SECOND
and to the end of paragraph F of Article SECOND, set off in each case by a
comma:


 


, provided that
all such payments shall be paid (i) by the end of the Associate’s taxable
year following the Associate’s taxable year in which such tax increase is
remitted to a taxing authority, or (ii) in the event that no such tax
increase is remitted, by the end of the Associate’s taxable year following the
Associate’s taxable year in which an audit is completed or there is a final and
non-appealable settlement or other resolution of the litigation.


 


7.                                       The
first sentence of Article SEVENTH is hereby amended to read as follows:


 


Costs of
Enforcement.  In the
event that the Associate incurs any costs or expenses, including attorney’s
fees, in the enforcement of his rights under this Agreement then, unless the
Corporation is wholly successful in defending against the enforcement of such
rights, the Corporation shall pay to the Associate all such costs and expenses
sixty (60) days following a final decision.


 


8.                                       Article THIRTEENTH
is hereby amended by adding the following sentence at the end thereof:


 


Notwithstanding
the foregoing, it is the intent of the parties hereto that the Agreement, as
amended herewith, conform in form and operation with the requirements of
section 409A of the Code to the extent subject to section 409A, and that the
Agreement as amended herewith be interpreted to the extent possible to so
conform.


 


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Thus, the parties
knowingly and voluntarily execute this Amendment as of the dates set forth
below.


 


 


	
  MSC INDUSTRIAL DIRECT
  CO., INC.:

  	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ J. Grampp

  	
   

  	
  By:

  	
  /s/ Erik David
  Gershwind

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Comp. Director

  	
   

  	
  Name:

  	
  Erik David Gershwind

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  12/17/07

  	
   

  	
  Date:

  	
  12/17/07