AGREEMENT, THE GENERAL RELEASE AND THE CONFIDENTIALITY,
NON-SOLICITATION AND NON-COMPETITION AGREEMENTS (I) CONSTITUTE THE SOLE AND
COMPLETE UNDERSTANDING AND AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO
THE MATTERS SET FORTH IN THIS AGREEMENT, THE GENERAL RELEASE AND THE
CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENT AND THERE ARE NO
OTHER AGREEMENTS OR UNDERSTANDINGS, WHETHER WRITTEN OR ORAL AND WHETHER MADE
CONTEMPORANEOUSLY OR OTHERWISE, THAT ARE BINDING UPON THE PARTIES HERETO, (II)
MAY NOT BE AMENDED UNLESS IN A WRITING SIGNED BY THE PARTIES HERETO, (III) SHALL
BE SUBJECT TO, GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK AND (IV) SHALL INURE TO THE BENEFIT OF
AND BE BINDING UPON THE HEIRS, DEVISEES, LEGATEES, EXECUTORS, ADMINISTRATORS,
SUCCESSORS, ASSIGNS, OFFICERS, DIRECTORS, AND AFFILIATES OF EACH OF THE PARTIES
HERETO.
(H)
ANKER REPRESENTS AND WARRANTS THAT HE IS ABLE TO AFFECT A KNOWING
AND VOLUNTARY WAIVER AND GENERAL RELEASE OF CLAIMS AND IS NOT AFFECTED OR
IMPAIRED BY ILLNESS, USE OF ALCOHOL, DRUGS OR OTHER SUBSTANCES OR OTHERWISE
IMPAIRED.
ANKER REPRESENTS AND WARRANTS THAT HE IS COMPETENT TO EXECUTE THIS
AGREEMENT, TO WAIVE ANY AND ALL CLAIMS HE HAS OR MAY HAVE AGAINST THE
CORPORATION AND CERTIFIES THAT HE IS NOT A PARTY TO ANY BANKRUPTCY OR OTHER
PROCEEDING WHICH WOULD IMPAIR HIS RIGHT TO WAIVE ANY AND ALL CLAIMS HE MAY HAVE
AGAINST CORPORATION.
(I)
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, EACH OF WHICH
WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH TAKEN
TOGETHER SHALL CONSTITUTE ONE AGREEMENT.
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4
IN WITNESS WHEREOF, the parties hereto have executed this
Severance Agreement on the date set forth opposite their respective signatures.
Dated: March 16, 2006
/s/ Ross Anker
ROSS ANKER
Dated: March 16, 2006
MSC INDUSTRIAL DIRECT CO., INC.
By:
/s/ David Sandler
Name:
David Sandler
Title:
President and Chief Executive Officer
SCHEDULE A
Option Grant
Date
Stock Option
Plan
No. of Shares
Exercisable
Grant
Price
Option Exercise
Expiration Date
10/20/03
2001
16,800
$23.41
April 16, 2006
10/26/04
2001
7,750
$32.40
April 16, 2006
None of the restricted shares granted (in 2004 and 2005) to Ross Anker will have
vested at the time of this agreement.
Exhibit A
RELEASE
WHEREAS, prior to the date hereof Ross Anker ("Anker") served as
the Senior Vice President, Product Management/Information Systems of MSC
INDUSTRIAL DIRECT CO., INC., a New York corporation (the "Corporation), and the
employment of Anker with the Corporation has been terminated as reflected in the
Severance Agreement of even date herewith (the "Agreement"); and
WHEREAS, it is a condition to the Corporation's entering into
the Severance Agreement and undertaking the obligations to make the Severance
Payments and Bonus payments and other benefits available to Anker pursuant to
the Agreement that Anker execute and deliver this Release to the Corporation.
NOW, THEREFORE, in consideration of the receipt by Anker of the
benefits under the Agreement, which constitute a material inducement to