|
Exhibit 10.01
MSC INDUSTRIAL DIRECT CO., INC.
AMENDED AND RESTATED ASSOCIATE STOCK PURCHASE
PLAN
(As amended and restated effective
November 1, 2008)
The following are the provisions of the Amended and Restated MSC
Industrial Direct Co., Inc. Associate Stock Purchase Plan (the
" Plan ").
1.
Purpose .
The purpose of the Plan is to provide Associates of MSC
Industrial Direct Co., Inc. (the " Company ") and its
Subsidiaries with an opportunity to purchase shares of the
Company’s Class A Common Stock. The Plan is
intended to qualify as an "employee stock purchase plan" under
Section 423 of the Code. The provisions of the Plan will
be construed so as to extend and limit participation consistent
with the requirements of the Code.
2.
Definitions .
(a) "
Associate " shall mean any person, including an officer, who
is customarily employed by the Company or one of its
Designated Subsidiaries, for at least twenty (20) hours per
week and more than five (5) months in a calendar year.
(b) "
Board " shall mean the Board of Directors of the
Company.
(c) "
Class A Common Stock " shall mean the Class A
Common Stock, $.001 par value, of the Company.
(d) "
Code " shall mean the Internal Revenue Code of 1986, as
amended.
(e) "
Compensation " shall mean all regular straight time gross
earnings and commissions, and shall include payments for overtime,
shift premium, incentive compensation, incentive payments, bonuses
and other compensation.
(f)
" Continuous Status as an Associate " shall mean the absence
of any interruption or termination of service as an
Associate. Continuous Status as an Associate shall not be
considered interrupted in the case of a leave of absence agreed to
in writing by the Company or a Subsidiary, provided that such leave
is for a period of not more than 90 days or re-employment upon the
expiration of such leave is guaranteed by contract or statute.
(g) "
Contributions " shall mean all amounts credited to the
account of a participant pursuant to the Plan.
November 20, 2008
(h) "
Designated Subsidiaries " shall mean the Subsidiaries which
have been designated by the Board in its sole discretion as
eligible to participate in the Plan.
(i)
" Exercise Date " shall mean the last business day of each
Offering Period of the Plan.
(j)
" Fair Market Value " shall mean as of any date (i) the
closing sale price of the Class A Common Stock on the New York
Stock Exchange on such date or, if such day is not a business day,
as of the immediately preceding business day, (ii) if there is
no sale of the Class A Common Stock on such Exchange on such
business day, the average of the bid and asked prices on such
Exchange at the close of the market on such business day, and
(iii) if the Class A Common Stock is no longer traded on
such Exchange, as determined by the Board in its reasonable
discretion.
(k) "
Offering Date " shall mean the first day of each Offering
Period of the Plan.
(l)
" Offering Period " shall mean a period of three
(3) months commencing on the following dates of each year
except as otherwise determined by the Company:
(i)
November 1,
(ii)
February 1,
(iii)
May 1, and
(iv)
August 1.
(m) "
Purchase Price " shall mean 90% of the Fair Market Value of
the Class A Common Stock on the Exercise Date, unless
otherwise determined by the Board in its discretion. Subject
to Section 19 hereof, the Board may from time to time, in its
discretion and without shareholder approval, change the method for
calculating the Purchase Price, provided that the Purchase Price
may not be less than the lesser of (a) 85% of the Fair Market
Value of the Company’s Class A Common Stock on the
Offering Date and (b) 85% of the Fair Market Value on the
Exercise Date.
(n) "
Subsidiary " shall mean a corporation, domestic or foreign,
of which not less than 50% of the voting shares are held by the
Company or a Subsidiary, whether or not such corporation now exists
or is hereafter organized or acquired by the Company or a
Subsidiary.
3.
Eligibility .
(a)
All Associates are eligible to participate in such Offering Period
under the Plan commencing on the first day of the month following
the completion of both the month in which he or she was hired and
the next full calendar month, subject to the requirements of
Section 5 and the limitations imposed by
Section 423(b) of the Code.
(b) An
Associate shall not be granted an option under the Plan, if:
2
(i)
immediately after the grant, the Associate (or any other person
whose stock would be attributed to such Associate pursuant to
Section 424(d) of the Code) would own shares and/or hold
outstanding options to purchase shares possessing five percent (5%)
or more of the total combined voting power or value of all classes
of shares of the Company; or
(ii)
the rate of withholding under such option would permit the
Associate’s rights to purchase shares under all "employee
stock purchase plans" (described in Section 423 of the Code)
of the Company and its Subsidiaries to accrue (i.e., become
exercisable) at a rate which exceeds Twenty-Five Thousand Dollars
($25,000) of Fair Market Value of such shares (determined at the
time such option is granted) for each calendar year in which such
option is outstanding at any time.
4.
Offering Periods .
(a)
The Plan shall be implemented by consecutive Offering Periods with
a new Offering Period to begin on or about November 1,
February 1, May 1 and August 1 of each year (or at
such other time or times as may be determined by the Board).
The first Offering Period shall begin on November 1, 1998.
(b) The
Board will have the power to change the duration and/or the
frequency of an Offering Period with respect to any future
offerings without shareholder approval if such change is announced
at least fifteen (15) days prior to the scheduled beginning of the
first Offering Period to be affected.
5.
Participation .
(a)
An eligible Associate may become a participant in the Plan by
completing a subscription agreement provided by the Company,
designating a percentage, between one percent (1%) and fifteen
percent (15%) of such Associate’s Compensation, to be
withheld as a payroll deduction and paid as his or her Contribution
to the Plan, and submitting the subscription agreement to the
Company’s human resources department, or such other person or
group as designated by the Company, prior to the applicable
Offering Date. Once enrolled, the Associate shall remain
enrolled in each subsequent Offering Period of the Plan at the
designated payroll deduction unless the Associate withdraws from an
Offering Period by providing the Company with a written notice of
withdrawal in accordance with Section 10 or files a new
subscription agreement prior to the applicable Offering Date
changing the Associate’s designated payroll deduction.
(b) Payroll
deductions begin on the first payroll date during the applicable
Offering Period and end on the last payroll date on or prior to the
Exercise Date of the Offering Period to which the subscription
agreement is applicable, unless sooner terminated by the
participant as provided in Section 10.
3
6.
Method of Payment of Contributions .
(a)
Payroll deductions shall be made on each payroll date during the
Offering Period in an amount between one percent (1%) and fifteen
percent (15%) (in whole number increments) of a participant’s
Compensation on each such payroll date.
(b) All
payroll deductions made by a participant will be credited to his or
her account under the Plan.
(c) A
participant may not make any additional payments into the
account.
(d) A
participant may discontinue his or her participation in the Plan as
provided in Section 10, or may change the rate of his or her
payroll deduction during an Offering Period by completing and
filing with the Company a new authorization for payroll deduction,
provided that the Board may, in its discretion, impose reasonable
and uniform restrictions on a participant’s ability to change
the rate of payroll deductions. The change in rate shall be
effective no later than fifteen (15) days following the
Company’s receipt of the new authorization. A
participant may decrease or increase the amount of his or her
payroll deductions as of the beginning of an Offering Period by
completing and filing with the Company, at least fifteen (15) days
prior to the beginning of such Offering Period, a new payroll
deduction authorization.
(e)
Notwithstanding the foregoing, to the extent necessary, but only to
such extent, to comply with Section 423(b)(8) of the Code
and Section 3(b) herein, a participant’s payroll
deductions may be automatically decreased to zero percent (0%) at
any time during any Offering Period. Payroll deductions shall
commence at the rate provided in such participant’s
subscription agreement at the beginning of the next succeeding
Offering Period, unless terminated by the participant as provided
in Section 10.
7.
Grant of Option .
(a)
An eligible Associate participating in an Offering Period may
purchase shares of the Company’s Class A Common Stock on
the Exercise Date with the Contribut
| 
