0001104659-06-000620 Sample Contracts

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • January 5th, 2006 • MSC Industrial Direct Co Inc • Wholesale-industrial machinery & equipment • New York

AGREEMENT made and entered into as of this 27th day of December, 2005 by and between MSC INDUSTRIAL DIRECT CO., INC., a New York corporation (the “Corporation”), and Thomas J. Cox, having an address at , (the “Associate”).

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Contract
Executive Employment Agreement • January 5th, 2006 • MSC Industrial Direct Co Inc • Wholesale-industrial machinery & equipment • New York

AMENDED AND RESTATED AGREEMENT made and entered into as of this 27th day of December, 2005 by and between MSC INDUSTRIAL DIRECT CO., INC., a New York corporation (the “Corporation”), and DAVID SANDLER having an address at , (the “Executive”).

Contract
Employment Agreement • January 5th, 2006 • MSC Industrial Direct Co Inc • Wholesale-industrial machinery & equipment • New York

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”).

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