in writing to consult with an attorney
of his choosing prior to the signing of this Release and the Executive hereby
represents to the Corporation that he has in fact consulted with such an
attorney prior to the execution of this Release.
The Executive acknowledges
that he has had at least twenty-one days to consider the waiver of his rights
under the ADEA. Upon execution of this Release, the Executive 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, the Executive's
waiver of rights under the ADEA shall become effective seven days from the date
the Executive executes this Release.
IN WITNESS WHEREOF, the undersigned has executed this Release on the
day
of December, 2005.
Charles A. Boehlke, Jr.
3
Exhibit B
ASSOCIATE CONFIDENTIALITY, NON-SOLICITATION
AND NON-COMPETITION AGREEMENT
ASSOCIATE CONFIDENTIALITY, NON-SOLICITATION AND NON- COMPETITION AGREEMENT dated
as of December 27, 2005, between MSC Industrial Direct Co., Inc., on behalf of
itself and its subsidiaries (collectively, "Employer" or "Corporation"), and
Charles A. Boehlke, Jr. ("Associate").
In consideration of Associate's employment and continued employment, the payment
of Associate's compensation by Employer, and Employer entrusting Associate with
Confidential Information (as defined below), and the benefits provided in the
Agreement between Employer and Associate dated as of even date herewith (the
"Agreement"), including without limitation the changes effected in the Agreement
by the Corporation so as to make the benefits to Associate provided under the
Prior Agreement and in the Agreement in compliance with the Regulations, it
being acknowledged and agreed by Associate that his receipt of such benefits is
expressly conditioned on his continued compliance with the terms hereof, the
parties have entered into this Associate Confidentiality, Non-Solicitation and
Non-Competition Agreement.
1
CONFIDENTIALITY.
(A)
DURING THE TERM OF ASSOCIATE'S EMPLOYMENT
WITH EMPLOYER, ASSOCIATE WILL NOT USE OR DISCLOSE TO ANY INDIVIDUAL OR ENTITY
ANY CONFIDENTIAL INFORMATION (AS DEFINED BELOW) EXCEPT (I) IN THE PERFORMANCE OF
ASSOCIATE'S DUTIES FOR EMPLOYER, (II) AS AUTHORIZED IN WRITING BY EMPLOYER, OR
(III) AS REQUIRED BY LAW OR LEGAL PROCESS,
PROVIDED THAT, PRIOR WRITTEN NOTICE OF SUCH REQUIRED DISCLOSURE IS PROVIDED TO
EMPLOYER 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 EMPLOYER'S BUSINESS, (II) EMPLOYER TREATS AS PROPRIETARY,
PRIVATE OR CONFIDENTIAL, AND (III) IS NOT GENERALLY KNOWN TO THE PUBLIC.
"CONFIDENTIAL INFORMATION" INCLUDES, WITHOUT LIMITATION, INFORMATION RELATING TO
EMPLOYER'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 EMPLOYER'S CUSTOMERS,
SUPPLIERS AND TRADING PARTNERS WHO MAY SHARE