Exhibit 10.2
AMENDED AND RESTATED AGREEMENT (this "Agreement"), dated as of December 27,
2005, by and between MSC INDUSTRIAL DIRECT CO., INC., a New York corporation
with its principal office at 75 Maxess Road, Melville, New York 11747 (the
"Corporation"), and CHARLES A. BOEHLKE, JR. having an address at
(the "Executive").
W I T N E S S E T H:
WHEREAS, the Corporation desires to employ the Executive, and the Executive
desires to be employed by the Corporation, upon the terms and conditions
hereinafter set forth;
WHEREAS, the Executive and the Corporation are parties to an Agreement dated
June 19, 2000 (the "Prior Agreement"), providing the Executive with, among other
things, certain benefits on and in connection with a "Change in Control" as
defined therein;
WHEREAS, due to certain recent legislation known as the American Job Creations
Act of 2004 and certain regulations promulgated or proposed thereunder,
including regulations under Section 409A of the Internal Revenue Code of 1986,
as amended (the "Code") regarding deferred compensation plans and other
arrangements (the "Regulations"), the benefits under the Prior Agreement are in
certain respects not in compliance with the Regulations, and such lack of
compliance could have a material adverse affect on the tax treatment of such
benefits to the Executive; and
WHEREAS, the Corporation desires to induce the Executive to remain in the employ
of the Corporation and the Executive desires the Corporation to effect certain
changes to the Prior Agreement so that such benefits are in compliance with the
Regulations.
NOW, THEREFORE, the parties hereto covenant and agree as follows:
1.
EMPLOYMENT.
THE CORPORATION CONTINUES
TO EMPLOY THE EXECUTIVE AS EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
OF THE CORPORATION ("CFO") COMMENCING ON
DECEMBER 27,
2005.
IF THE
CORPORATION SHALL SO REQUEST, THE EXECUTIVE SHALL BECOME AND SHALL, DURING SUCH
PORTION OR PORTIONS OF THE EXECUTIVE'S EMPLOYMENT WITH THE CORPORATION HEREUNDER
AS THE CORPORATION SHALL REQUEST, ACT AS A DIRECTOR AND/OR OFFICER OF THE
CORPORATION AND/OR ANY OF ITS SUBSIDIARIES WITHOUT ANY COMPENSATION IN ADDITION
TO THAT PROVIDED IN SECTION 2 HEREOF.
THE EXECUTIVE ACCEPTS SUCH EMPLOYMENT,
AGREES TO SERVE AS THE EXECUTIVE VICE PRESIDENT AND CFO OF THE CORPORATION,
AGREES TO PERFORM SUCH OTHER SERVICES OR ACT IN SUCH OTHER CAPACITIES AS SHALL
FROM TIME TO TIME BE ASSIGNED TO HIM BY THE CHIEF EXECUTIVE OFFICER, PRESIDENT
OR BY THE CHIEF OPERATING OFFICER OF THE CORPORATION OR PURSUANT TO THE
AUTHORIZATION OF THE BOARD OF DIRECTORS OF THE CORPORATION (THE "BOARD OF
DIRECTORS") AND AGREES DILIGENTLY AND COMPETENTLY TO DEVOTE HIS ENTIRE BUSINESS
TIME, SKILL AND ATTENTION TO SUCH SERVICES.
2.
COMPENSATION.
THE CORPORATION SHALL
PAY TO THE EXECUTIVE, AND THE EXECUTIVE SHALL ACCEPT FROM THE CORPORATION, FOR
THE EXECUTIVE'S SERVICES HEREUNDER, BASE COMPENSATION AT THE RATE OF
$
PER ANNUM (THE "ANNUAL BASE COMPENSATION"), PAYABLE IN
ACCORDANCE WITH THE CORPORATION'S CUSTOMARY PAYROLL POLICY; PROVIDED, HOWEVER,
THAT THE BOARD OF DIRECTORS OF THE CORPORATION MAY FROM TIME TO TIME INCREASE
SUCH RATE OF COMPENSATION TO SUCH AMOUNT