8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 22, 2011

MSC Industrial Direct Co., Inc.

(Exact Name of Registrant as Specified in Its Charter)

New York	1-14130	11-3289165
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

75 Maxess Road, Melville, New York			11747
(Address of principal executive offices)			(Zip Code)
Registrant’s telephone number, including area code: (516) 812-2000
		Not Applicable
	(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 22, 2011, MSC Industrial Direct Co., Inc. (the “Company”) entered into amendments to change in control agreements with each of Mr. Erik Gershwind, the Company’s President and Chief Operating Officer, Mr. Jeffrey Kaczka, the Company’s Executive Vice President and Chief Financial Officer, and Mr. Thomas Cox, the Company’s Executive Vice President, Sales.  The amendments eliminate the tax indemnity and tax gross-up provision of the change in control agreements.  Instead, the amount of severance benefits would be subject to reduction to the extent that the after-tax payments would be increased.

The foregoing description of the amendments is not complete and is qualified in its entirety by reference to the full terms and conditions of the amendments, which are filed as exhibits to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit No.	Description
10.01	Amendment No. 2 to Change in Control Agreement, dated December 22, 2011, between the Company and Erik Gershwind
10.02	Amendment No. 1 to Change in Control Agreement, dated December 22, 2011, between the Company and Jeffrey Kaczka
10.03	Amendment No. 2 to Change in Control Agreement, dated December 22, 2011, between the Company and Thomas Cox

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		MSC INDUSTRIAL DIRECT CO., INC.
Date: December 28, 2011	By:	/s/ Jeffrey Kaczka
		Name:	Jeffrey Kaczka
		Title:	Executive Vice President and Chief Financial Officer

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Exhibit Index

Exhibit No.	Description
10.01	Amendment No. 2 to Change in Control Agreement, dated December 22, 2011, between the Company and Erik Gershwind
10.02	Amendment No. 1 to Change in Control Agreement, dated December 22, 2011, between the Company and Jeffrey Kaczka
10.03	Amendment No. 2 to Change in Control Agreement, dated December 22, 2011, between the Company and Thomas Cox

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EX-10.01

Exhibit 10.01

AMENDMENT No. 2

TO

CHANGE IN CONTROL

AGREEMENT

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 Erik Gershwind (the “Associate”).  Capitalized terms not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement (as hereinafter defined).

WITNESSETH:

WHEREAS, the Corporation and the Associate are parties to a Change in Control Agreement, dated as of January 5, 2006, as amended by the Amendment to Change in Control Agreement dated December 17, 2007 (as amended, the “Agreement”) and wish to further amend the Agreement as provided in this Amendment.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1.           Article SECOND of the Agreement is deleted in its entirety and replaced with the following:

SECOND:  Payment Adjustment.  Payments under Article FIRST A. shall be made without regard to whether the deductibility of such payments (or any other payments or benefits to or for the benefit of Associate) would be limited or precluded by Section 280G of the Code and without regard to whether such payments (or any other payments or benefits) would subject Associate to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the Code; provided, that if the total of all payments to or for the benefit of Associate, after reduction for all federal, state and local taxes (including the excise tax under Section 4999 of the Code) with respect to such payments (“Associate’s total after-tax payments”), would be increased by the limitation or elimination of any payment under Article FIRST A., or by an adjustment to the vesting of any equity-based awards that would otherwise vest on an accelerated basis in connection with the Change in Control (and the termination of employment), amounts payable under Article FIRST A. shall be reduced and the vesting of equity-based awards shall be adjusted to the extent, and only to the extent, necessary to maximize Associate’s total after-tax payments.  Any reduction in payments or adjustment of vesting required by the preceding sentence shall be applied, first, against any benefits payable under Article FIRST A., and then against the vesting of any equity-based awards, if any, that would otherwise have vested in connection with the Change in Control (and the termination of employment).  The determination as to whether Associate’s payments and benefits include “excess parachute payments” and, if so, the amount and ordering of any reductions in payment required by the provisions of this Article SECOND shall be made at the Corporation’s expense by Ernst & Young LLP or by such other certified public accounting firm as the Compensation Committee of the Board of Directors of the Corporation may designate prior to a Change in Control (the “accounting firm”).  In the event of any underpayment or overpayment hereunder, as determined by the accounting firm, the amount of such underpayment or overpayment shall forthwith and in all events within thirty (30) days of such determination be paid to Associate or refunded to the Corporation, as the case may be, with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.

2.           Except as expressly provided in this Amendment, the Agreement shall remain in full force and effect.

3.           This Amendment shall be binding upon and inure to the benefit of the parties hereto, and their respective heirs, administrators, executors, personal representatives, successors and assigns.

4.           This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.

[signature page to follow]

2

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.

MSC INDUSTRIAL DIRECT CO., INC.
By:	/s/ David Sandler
	Name:	David Sandler
	Title:	Chief Executive Officer
	/s/ Erik Gershwind
	Erik Gershwind

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EX-10.02

Exhibit 10.02

AMENDMENT No. 1

TO

CHANGE IN CONTROL

AGREEMENT

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 Jeffrey Kaczka (the “Associate”).  Capitalized terms not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement (as hereinafter defined).

WITNESSETH:

WHEREAS, the Corporation and the Associate are parties to a Change in Control Agreement, dated as of November 11, 2011 (the “Agreement”) and wish to amend the Agreement as provided in this Amendment.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1.           Article SECOND of the Agreement is deleted in its entirety and replaced with the following:

SECOND:  Payment Adjustment.  Payments under Article FIRST A. shall be made without regard to whether the deductibility of such payments (or any other payments or benefits to or for the benefit of Associate) would be limited or precluded by Section 280G of the Code and without regard to whether such payments (or any other payments or benefits) would subject Associate to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the Code; provided, that if the total of all payments to or for the benefit of Associate, after reduction for all federal, state and local taxes (including the excise tax under Section 4999 of the Code) with respect to such payments (“Associate’s total after-tax payments”), would be increased by the limitation or elimination of any payment under Article FIRST A., or by an adjustment to the vesting of any equity-based awards that would otherwise vest on an accelerated basis in connection with the Change in Control (and the termination of employment), amounts payable under Article FIRST A. shall be reduced and the vesting of equity-based awards shall be adjusted to the extent, and only to the extent, necessary to maximize Associate’s total after-tax payments.  Any reduction in payments or adjustment of vesting required by the preceding sentence shall be applied, first, against any benefits payable under Article FIRST A., and then against the vesting of any equity-based awards, if any, that would otherwise have vested in connection with the Change in Control (and the termination of employment).  The determination as to whether Associate’s payments and benefits include “excess parachute payments” and, if so, the amount and ordering of any reductions in payment required by the provisions of this Article SECOND shall be made at the Corporation’s expense by Ernst & Young LLP or by such other certified public accounting firm as the Compensation Committee of the Board of Directors of the Corporation may designate prior to a Change in Control (the “accounting firm”).  In the event of any underpayment or overpayment hereunder, as determined by the accounting firm, the amount of such underpayment or overpayment shall forthwith and in all events within thirty (30) days of such determination be paid to Associate or refunded to the Corporation, as the case may be, with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.

2.           Except as expressly provided in this Amendment, the Agreement shall remain in full force and effect.

3.           This Amendment shall be binding upon and inure to the benefit of the parties hereto, and their respective heirs, administrators, executors, personal representatives, successors and assigns.

4.           This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.

[signature page to follow]

2

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.

MSC INDUSTRIAL DIRECT CO., INC.
By:	/s/ David Sandler
	Name:	David Sandler
	Title:	Chief Executive Officer
	/s/ Jeffrey Kaczka
	Jeffrey Kaczka

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EX-10.03

Exhibit 10.03

AMENDMENT No. 2

TO

CHANGE IN CONTROL

AGREEMENT

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 Thomas Cox (the “Associate”).  Capitalized terms not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement (as hereinafter defined).

WITNESSETH:

WHEREAS, the Corporation and the Associate are parties to a Change in Control Agreement, dated as of January 5, 2006, as amended by the Amendment to Change in Control Agreement dated December 17, 2007 (as amended, the “Agreement”) and wish to further amend the Agreement as provided in this Amendment.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1.           Article SECOND of the Agreement is deleted in its entirety and replaced with the following:

SECOND:  Payment Adjustment.  Payments under Article FIRST A. shall be made without regard to whether the deductibility of such payments (or any other payments or benefits to or for the benefit of Associate) would be limited or precluded by Section 280G of the Code and without regard to whether such payments (or any other payments or benefits) would subject Associate to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the Code; provided, that if the total of all payments to or for the benefit of Associate, after reduction for all federal, state and local taxes (including the excise tax under Section 4999 of the Code) with respect to such payments (“Associate’s total after-tax payments”), would be increased by the limitation or elimination of any payment under Article FIRST A., or by an adjustment to the vesting of any equity-based awards that would otherwise vest on an accelerated basis in connection with the Change in Control (and the termination of employment), amounts payable under Article FIRST A. shall be reduced and the vesting of equity-based awards shall be adjusted to the extent, and only to the extent, necessary to maximize Associate’s total after-tax payments.  Any reduction in payments or adjustment of vesting required by the preceding sentence shall be applied, first, against any benefits payable under Article FIRST A., and then against the vesting of any equity-based awards, if any, that would otherwise have vested in connection with the Change in Control (and the termination of employment).  The determination as to whether Associate’s payments and benefits include “excess parachute payments” and, if so, the amount and ordering of any reductions in payment required by the provisions of this Article SECOND shall be made at the Corporation’s expense by Ernst & Young LLP or by such other certified public accounting firm as the Compensation Committee of the Board of Directors of the Corporation may designate prior to a Change in Control (the “accounting firm”).  In the event of any underpayment or overpayment hereunder, as determined by the accounting firm, the amount of such underpayment or overpayment shall forthwith and in all events within thirty (30) days of such determination be paid to Associate or refunded to the Corporation, as the case may be, with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.

2.           Except as expressly provided in this Amendment, the Agreement shall remain in full force and effect.

3.           This Amendment shall be binding upon and inure to the benefit of the parties hereto, and their respective heirs, administrators, executors, personal representatives, successors and assigns.

4.           This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.

[signature page to follow]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.

MSC INDUSTRIAL DIRECT CO., INC.
By:	/s/ David Sandler
	Name:	David Sandler
	Title:	Chief Executive Officer
	/s/ Thomas Cox
	Thomas Cox