is waiving any remaining portion of such twenty-one (21) day
period. Upon execution of this Release, Anker shall have seven additional days
from such date of execution to revoke his consent to the waiver of his rights
under the ADEA.
If no such revocation occurs, Anker's waiver of rights under
the ADEA shall become effective seven days from the date Anker executes this
Release.
IN WITNESS WHEREOF, the undersigned has executed this Release on
the 16th day of March, 2006.
/s/ Ross Anker
ROSS ANKER
2
Exhibit B
CONFIDENTIALITY, NON-SOLICITATION
AND NON-COMPETITION AGREEMENT
CONFIDENTIALITY, NON-SOLICITATION AND NON- COMPETITION AGREEMENT dated as of
March 16, 2006 between MSC Industrial Direct Co., Inc., on behalf of itself and
its subsidiaries (the, "Corporation"), and Ross Anker ("Anker").
In consideration of the Corporation entering into, and its agreement to the
benefits provided in the Severance Agreement between Corporation and Anker dated
as of even date herewith (the "Agreement"), the Corporation entrusting Anker
with Confidential Information (as defined below), and the Corporation's
obligations for the Severance Payment and Bonus under the Agreement, it being
acknowledged and agreed by Anker that his receipt of such benefits is expressly
conditioned on, and constitutes consideration for, his continued compliance with
the terms hereof, the parties have entered into this Confidentiality,
Non-Solicitation and Non-Competition Agreement.
1.
CONFIDENTIALITY.
(A)
UNTIL MARCH 16, 2008, ANKER WILL NOT
USE OR DISCLOSE TO ANY INDIVIDUAL OR ENTITY ANY CONFIDENTIAL INFORMATION (AS
DEFINED BELOW) EXCEPT AS AUTHORIZED IN WRITING BY CORPORATION, OR AS REQUIRED BY
LAW OR LEGAL PROCESS, PROVIDED THAT, PRIOR WRITTEN NOTICE OF SUCH REQUIRED
DISCLOSURE IS PROVIDED TO CORPORATION AND, PROVIDED FURTHER THAT ALL REASONABLE
EFFORTS TO PRESERVE THE CONFIDENTIALITY OF SUCH INFORMATION SHALL BE MADE.
(B)
AS USED IN THIS AGREEMENT,
"CONFIDENTIAL INFORMATION" SHALL MEAN INFORMATION THAT (I) IS USED OR
POTENTIALLY USEFUL IN CORPORATION'S BUSINESS, (II) CORPORATION TREATS AS
PROPRIETARY, PRIVATE OR CONFIDENTIAL, AND (III) IS NOT GENERALLY KNOWN TO THE
PUBLIC. "CONFIDENTIAL INFORMATION" INCLUDES, WITHOUT LIMITATION, INFORMATION
RELATING TO CORPORATION'S PRODUCTS OR SERVICES, PROCESSING, MANUFACTURING,
MARKETING, SELLING, CUSTOMER LISTS, CALL LISTS, CUSTOMER DATA, MEMORANDA, NOTES,
RECORDS, TECHNICAL DATA, SKETCHES, PLANS, DRAWINGS, CHEMICAL FORMULAE, TRADE
SECRETS, COMPOSITION OF PRODUCTS, RESEARCH AND DEVELOPMENT DATA, SOURCES OF
SUPPLY AND MATERIAL, OPERATING AND COST DATA, FINANCIAL INFORMATION, PERSONAL
INFORMATION AND INFORMATION CONTAINED IN MANUALS OR MEMORANDA. "CONFIDENTIAL
INFORMATION" ALSO INCLUDES PROPRIETARY AND/OR CONFIDENTIAL INFORMATION OF
CORPORATION'S CUSTOMERS, SUPPLIERS AND TRADING PARTNERS WHO MAY SHARE SUCH
INFORMATION WITH CORPORATION PURSUANT TO A CONFIDENTIALITY AGREEMENT OR
OTHERWISE.
ANKER AGREES TO TREAT ALL SUCH CUSTOMER, SUPPLIER OR TRADING PARTNER
INFORMATION AS "CONFIDENTIAL INFORMATION" HEREUNDER. THE FOREGOING RESTRICTIONS
ON THE USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION SHALL TERMINATE WHEN THE
INFORMATION IS GENERALLY KNOWN TO
THE PUBLIC, OTHER THAN BY
WAY OF UNAUTHORIZED DISCLOSURE BY ANKER IN BREACH OF THIS AGREEMENT.
2.
NON-COMPETITION.
(A)
ANKER RECOGNIZES THAT THE CORPORATION'S
RELATIONSHIP AND GOODWILL WITH ITS CUSTOMERS HAVE BEEN ESTABLISHED AT
SUBSTANTIAL COST AND EFFORT BY THE CORPORATION; AND
(B)
UNTIL MARCH 16, 2008, ANKER WILL