EXHIBIT 10.1
CONFIDENTIAL
SEVERANCE AGREEMENT
This Severance Agreement (this "Agreement") is entered into by
and between Ross Anker ("Anker") and MSC Industrial Direct Co., Inc., on behalf
of itself and all of its subsidiaries, divisions, successors and assigns
(hereinafter collectively referred to as the "Corporation").
RECITALS
WHEREAS, Anker and Corporation wish to terminate Anker's
employment by the Corporation on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the promises, releases,
covenants and agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by
the parties hereto, it is hereby agreed as follows:
1.
RESIGNATION.
ANKER HEREBY RESIGNS HIS EMPLOYMENT WITH THE
CORPORATION, EFFECTIVE AS OF MARCH 16, 2006 (THE "EFFECTIVE DATE"), INCLUDING,
WITHOUT LIMITATION, HIS TITLE AS SENIOR VICE PRESIDENT OF PRODUCT MANAGEMENT AND
INFORMATION SYSTEMS.
ANKER FURTHER AGREES THAT SUBSEQUENT TO THE EFFECTIVE DATE
HE SHALL NOT REPRESENT OR HOLD HIMSELF OUT AS AN OFFICER OR EMPLOYEE OF THE
CORPORATION.
2.
SEVERANCE.
(A)
FROM AND AFTER THE EFFECTIVE DATE AND SUBJECT TO ADJUSTMENT
PURSUANT TO SECTION 9 HEREOF, THE CORPORATION AGREES TO PAY ANKER, SUBJECT TO
HIS STRICT ADHERENCE TO EACH OF HIS COVENANTS HEREUNDER AND/OR UNDER THE GENERAL
RELEASE ATTACHED AS EXHIBIT A HERETO AND THE CONFIDENTIALITY, NON-SOLICITATION
AND NON-COMPETITION AGREEMENT ATTACHED AS EXHIBIT B HERETO (COLLECTIVELY, THE
"EXHIBITS") AND AS CONSIDERATION THEREFOR, SEVERANCE PAYMENTS IN SEVEN (7)
INSTALLMENTS OTHERWISE IN ACCORDANCE WITH THE CORPORATION'S CUSTOMARY PAYROLL
POLICY AS FOLLOWS:
(X) A LUMP SUM OF $176,500 ON SEPTEMBER 21, 2006 AND (Y) AN
INSTALLMENT IN THE AMOUNT OF $29,416.66 PAYABLE ON EACH OF SEPTEMBER 21, 2006,
OCTOBER 19, 2006, NOVEMBER 16, 2006, DECEMBER 14, 2006, JANUARY 25, 2007 AND
FEBRUARY 22, 2007; IN EACH CASE LESS APPLICABLE WITHHOLDING (AS REQUIRED BY
FEDERAL AND NEW YORK STATE LAW) FOR INCOME AND OTHER TAXES (COLLECTIVELY, THE
"SEVERANCE PAYMENT").
NOTHING HEREIN SHALL OBLIGATE ANKER TO SEEK EMPLOYMENT
WITH ANOTHER ENTITY.
(B)
IN ADDITION, SUBJECT TO HIS STRICT ADHERENCE TO EACH OF THE
COVENANTS MADE BY HIM HEREUNDER AND/OR UNDER THE EXHIBITS HERETO AND AS
CONSIDERATION THEREFOR, ANKER SHALL RECEIVE A LUMP SUM PAYMENT IN THE AMOUNT OF
$337,500 PAYABLE ON DECEMBER 10, 2007 AND A LUMP SUM PAYMENT OF $337,500 PAYABLE
ON JANUARY 30, 2008 (COLLECTIVELY, THE "BONUS").
3.
OPTIONS; RESTRICTED STOCK.
(A)
CONCURRENTLY WITH THE EXECUTION HEREOF, ANKER HAS DELIVERED TO THE
COMPANY FOR CANCELLATION (AND THE COMPANY ACKNOWLEDGES RECEIPT OF) CERTIFICATE
NOS. 2839, 2840, 2841, 2842 AND 2843 REPRESENTING AN AGGREGATE OF 4,280 SHARES
(THE "SHARES") OF THE
COMPANY'S CLASS A COMMON STOCK, WHICH SHARES ARE BEING RETURNED TO THE COMPANY
PURSUANT TO SECTION 9 OF THE COMPANY'S 1995 RESTRICTED STOCK PLAN, AS AMENDED,
AND ANKER SHALL HAVE NO RIGHT, TITLE TO, OR INTEREST IN SUCH SHARES.
(B)
PURSUANT TO THE COMPANY'S 2001 STOCK OPTION PLAN AND AGREEMENTS
THEREUNDER, AND AS SET FORTH ON SCHEDULE A, ANKER HAS A LIMITED PERIOD FOLLOWING
THE EFFECTIVE DATE TO EXERCISE AN AGGREGATE OF 24,550 OPTIONS TO PURCHASE SHARES