ROAD, MELVILLE, NEW YORK 11747 OR AT SUCH OTHER ADDRESS OF WHICH THE CORPORATION
SHALL HAVE GIVEN NOTICE TO THE ASSOCIATE IN THE MANNER HEREIN PROVIDED; AND IF
INTENDED FOR THE ASSOCIATE, SHALL BE MAILED TO HIM AT THE ADDRESS OF THE
ASSOCIATE FIRST SET FORTH ABOVE OR AT SUCH OTHER ADDRESS OF WHICH THE ASSOCIATE
SHALL HAVE GIVEN NOTICE TO THE CORPORATION IN THE MANNER HEREIN PROVIDED.
TENTH:
ENTIRE AGREEMENT. THIS AGREEMENT CONSTITUTES THE ENTIRE UNDERSTANDING
BETWEEN THE PARTIES WITH RESPECT TO THE MATTERS REFERRED TO HEREIN, AND NO
WAIVER OF OR MODIFICATION TO THE TERMS HEREOF SHALL BE VALID UNLESS IN WRITING
SIGNED BY THE PARTY TO BE CHARGED AND ONLY TO THE EXTENT THEREIN SET FORTH.
ALL
PRIOR AND CONTEMPORANEOUS AGREEMENTS AND UNDERSTANDINGS WITH RESPECT TO THE
SUBJECT MATTER OF THIS AGREEMENT ARE HEREBY TERMINATED AND SUPERSEDED BY THIS
AGREEMENT.
ELEVENTH:
WITHHOLDING.
THE CORPORATION SHALL BE ENTITLED TO WITHHOLD FROM
AMOUNTS PAYABLE TO THE ASSOCIATE HEREUNDER SUCH AMOUNTS AS MAY BE REQUIRED BY
APPLICABLE LAW.
TWELFTH:
BINDING NATURE.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF THE PARTIES HERETO, THEIR RESPECTIVE HEIRS, ADMINISTRATORS,
EXECUTORS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS.
THIRTEENTH:
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
NOTWITHSTANDING
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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 to follow]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
MSC INDUSTRIAL DIRECT CO., INC.
By:
/s/ David Sandler
Name: David Sandler
Title: President
/s/ Steven Armstrong
Steven Armstrong
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