AND THE CHANGES EFFECTED HEREUNDER BY
THE CORPORATION SO AS TO MAKE THE BENEFITS TO EXECUTIVE PROVIDED UNDER THE PRIOR
AGREEMENT AND HEREUNDER IN COMPLIANCE WITH THE REGULATIONS, THE PARTIES HAVE
ENTERED INTO THE EXECUTIVE
14
CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENT AS EXHIBIT B
HERETO, WHICH IS HEREBY INCORPORATED BY REFERENCE HEREIN AND MADE A PART HEREOF
AS IF SET FORTH IN FULL HEREIN.
14.
MISCELLANEOUS.
(A)
THIS AGREEMENT SHALL BE CONSTRUED, INTERPRETED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(B)
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
(C)
THE PROVISIONS OF THIS AGREEMENT SHALL BE
SEVERABLE, AND THE ILLEGALITY, UNENFORCEABILITY OR INVALIDITY OF ANY PROVISION
OF THIS AGREEMENT SHALL NOT AFFECT OR IMPAIR THE REMAINING PROVISIONS HEREOF,
AND EACH PROVISION OF THIS AGREEMENT SHALL BE CONSTRUED TO BE VALID AND
ENFORCEABLE TO THE FULL EXTENT PERMITTED BY LAW.
(D)
THIS AGREEMENT CANNOT BE AMENDED ORALLY, OR BY ANY
COURSE OF CONDUCT OR DEALING, BUT ONLY BY A WRITTEN AGREEMENT SIGNED BY THE
PARTY TO BE CHARGED THEREWITH.
(E)
ALL NOTICES REQUIRED AND ALLOWED HEREUNDER SHALL
BE IN WRITING, AND SHALL BE DEEMED GIVEN IF DELIVERED PERSONALLY OR SENT BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, FIRST-CLASS POSTAGE AND REGISTRATION
FEES PREPAID, AND ADDRESSED TO THE PARTY FOR WHOM INTENDED AT THE ADDRESS SET
FORTH ON THE FIRST PAGE OR TO SUCH OTHER ADDRESS AS HAS BEEN MOST RECENTLY
SPECIFIED FOR A PARTY BY NOTICE TO THE OTHER PARTY.
15
(F)
THE WAIVER BY EITHER PARTY OF A BREACH OR
VIOLATION OF ANY PROVISION OF THIS AGREEMENT SHALL NOT OPERATE AS OR BE
CONSTRUED TO BE A WAIVER OF ANY SUBSEQUENT BREACH OR VIOLATION.
15.
TERM.
THE INITIAL TERM OF SECTIONS 7, 8 , 9
AND 12 OF THIS AGREEMENT (THE "CHANGE IN CONTROL PROVISIONS") SHALL BE THREE
(3) YEARS FROM THE DATE HEREOF, AND THE CHANGE IN CONTROL PROVISIONS SHALL
AUTOMATICALLY RENEW FOR SUCCESSIVE THREE (3) YEAR TERMS UNLESS TERMINATED BY THE
CORPORATION, IN ITS SOLE DISCRETION, BY DELIVERING TO EXECUTIVE WRITTEN NOTICE
THEREOF PROVIDED TO EXECUTIVE AT LEAST EIGHTEEN (18) MONTHS PRIOR TO THE END OF
THE INITIAL TERM OR SUCH SUCCESSIVE TERMS, AS APPLICABLE.
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16
IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement the
day and year first above written.
MSC INDUSTRIAL DIRECT CO., INC.
By:
/s/ David Sandler
Name:
David Sandler
Title:
President
EXECUTIVE
/s/ Charles A. Boehlke, Jr.
Charles A. Boehlke, Jr.
17
Exhibit A
RELEASE
WHEREAS, Charles A. Boehlke, Jr. (the "Executive") was a party to an Agreement
dated as of December
, 2005 (the "Agreement") by and between the Executive
and MSC INDUSTRIAL DIRECT CO., INC., a New York corporation (the "Corporation"),
pursuant to which the Executive served as the
of the Corporation, and the employment
of the Executive with the Corporation has been terminated; and
WHEREAS, it is a