Exhibit 10.2


 


Amendment to Change in Control Agreement


 


Effective as of December     ,
2007, the Amended and Restated Agreement, by and between Charles A. Boehlke Jr.
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
clause in the sixteenth line of paragraph (a) of Section 7 that
begins with the words “such payment to be made in” and ends with the words “referred
in Section 13 hereof” 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 Executive’s termination of employment;


 


2.                                       The
following clause is hereby added to the end of paragraph (a) of Section 7
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 Executive’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.


 


3.                                       The
first sentence of paragraph (c) of Section 10 is hereby amended to
read as follows:


 


Each indemnity
payment to be made to the Executive pursuant to this Section 10 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 Executive 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 Executive’s taxable year
following the Executive’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 Executive’s taxable year following the Executive’s taxable year in
which an audit is completed or there is a final and non-appealable settlement
or other resolution of the litigation.


 


4.                                       The
following clause is hereby added to the end of paragraph (e) of Section 10
and to the end of paragraph (f) of Section 10, set off in each case
by a comma:


 


,
provided that all such payments shall be paid (i) by the end of the
Executive’s taxable year following the Executive’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 Executive’s taxable year following the Executive’s
taxable year in which an audit is completed or there is a final and
non-appealable settlement or other resolution of the litigation.


 


5.                                       Section 12
is hereby amended to read as follows:


 


As a
condition to receiving the Special Severance Payment, (x) concurrently
with entering into this Agreement, Executive shall execute the Associate
Confidentiality, Non-Solicitation and Non-Competition Agreement referred to in Section 13
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 Executive’s termination of employment, and
Executive shall at all times be in compliance with such Agreement and Release.


 


6.                                       Paragraph
(a) of Section 14 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.


 


[signature page follows]


 


2

















 


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/ Charles A.
  Boehlke Jr.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Comp. Director

  	
   

  	
  Name:

  	
  Charles A. Boehlke Jr.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  12/20/07

  	
   

  	
  Date:

  	
  12/20/07