0001144204-12-000734 Sample Contracts

CHANGE IN CONTROL AGREEMENT
Agreement • January 5th, 2012 • MSC Industrial Direct Co Inc • Wholesale-industrial machinery & equipment • New York

AGREEMENT made and entered into as of this 11th day of November, 2011 by and between MSC INDUSTRIAL DIRECT CO., INC., a New York corporation (the “Corporation”), and Christopher Davanzo having an address at c/o MSC Industrial Direct Co., Inc., 75 Maxess Road, Melville, New York 11747 (the “Associate”).

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AMENDMENT No. 2 TO CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • January 5th, 2012 • MSC Industrial Direct Co Inc • Wholesale-industrial machinery & equipment • New York

THIS AMENDMENT No. 2 to CHANGE IN CONTROL AGREEMENT (this “Amendment”) is made and entered into as of this 22nd day of December, 2011 by and between MSC INDUSTRIAL DIRECT CO., INC., a New York corporation (the “Corporation”), and Douglas Jones (the “Associate”). Capitalized terms not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement (as hereinafter defined).

AMENDMENT No. 1 TO CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • January 5th, 2012 • MSC Industrial Direct Co Inc • Wholesale-industrial machinery & equipment • New York

THIS AMENDMENT No. 1 to CHANGE IN CONTROL AGREEMENT (this “Amendment”) is made and entered into as of this 22nd day of December, 2011 by and between MSC INDUSTRIAL DIRECT CO., INC., a New York corporation (the “Corporation”), and Steve Armstrong (the “Associate”). Capitalized terms not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement (as hereinafter defined).

AMENDMENT No. 1 TO CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • January 5th, 2012 • MSC Industrial Direct Co Inc • Wholesale-industrial machinery & equipment • New York

THIS AMENDMENT No. 1 to CHANGE IN CONTROL AGREEMENT (this “Amendment”) is made and entered into as of this 22nd day of December, 2011 by and between MSC INDUSTRIAL DIRECT CO., INC., a New York corporation (the “Corporation”), and Charles Bonomo (the “Associate”). Capitalized terms not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement (as hereinafter defined).

AMENDMENT No. 1 TO CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • January 5th, 2012 • MSC Industrial Direct Co Inc • Wholesale-industrial machinery & equipment • New York

THIS AMENDMENT No. 1 to CHANGE IN CONTROL AGREEMENT (this “Amendment”) is made and entered into as of this 22nd day of December, 2011 by and between MSC INDUSTRIAL DIRECT CO., INC., a New York corporation (the “Corporation”), and Christopher Davanzo (the “Associate”). Capitalized terms not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement (as hereinafter defined).

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