Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


             Appointment of Certain Officers; Compensatory Arrangements of Certain
             Officers


(e) On September 7, 2022, the Company and Mr. Jones entered into a Transition
Agreement and General Release (the "Transition Agreement") in connection with
Mr. Jones' transition from his position as Executive Vice President and Chief
Supply Chain Officer of the Company to Executive Advisor, Supply Chain of the
Company, effective as of March 1, 2023 (the "Transition Date"). Pursuant to the
Transition Agreement, Mr. Jones will remain employed with the Company as
Executive Advisor, Supply Chain to assist with the transition of his duties. The
Transition Agreement constitutes the entire agreement of the parties and
supersedes all prior agreements between the parties related to Mr. Jones'
employment with the Company, subject to Mr. Jones' agreement to continue to
abide by the terms and conditions of the Associate Confidentiality,
Non-Solicitation and Non-Competition Agreement previously entered into between
Mr. Jones and the Company.
?
In consideration for Mr. Jones' continuing service to the Company as Executive
Advisor, Supply Chain and the comprehensive release of claims against the
Company and its affiliates in the Transition Agreement, Mr. Jones will be
entitled to receive an annual base salary from the Company equal to 50% of his
annual base salary as of February 28, 2023 (which, based on current salary
levels, would be $217,886.37) and will be eligible for health benefits,
participation in the bonus plan and applicable vesting of outstanding equity
awards, in each case, beginning on the Transition Date and ending on the day on
which he is no longer employed by the Company. Pursuant to the Transition
Agreement, any bonus payment will be based upon Mr. Jones' salary on the date
the bonus is calculated, and no additional equity shares or cash equivalents
will be awarded in fiscal 2023. Subject to the terms and conditions of the
Transition Agreement, Mr. Jones will be entitled to collect any discretionary
bonus approved by the Board of Directors of the Company for his service in
fiscal 2022 (for which Mr. Jones will receive the cash value of 50% of his
target equity amount, which, based on current targets, would equal to
$275,000.00), will continue to be covered by the Company's directors and
officers insurance policy through the term of his employment with the Company,
and will continue to receive the benefits of the MSC Industrial Direct Co., Inc.
Executive Change in Control Severance Plan for any triggering event occurring
before the Transition Date. In accordance with the Transition Agreement, Mr.
Jones has agreed, among other things, not to (i) disclose confidential and
proprietary information relating to the Company and its affiliates and their
respective businesses, customers, clients and suppliers, and (ii) make any
statements that disparage or are otherwise intended to damage the business or
reputation of the Company or any of its affiliates.
The foregoing description of the terms and conditions of the Transition
Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the Transition Agreement, a copy of which is filed
as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits




(d) Exhibits:
    10.1         Transition Agreement and General Release, dated September 7,
               2022, by and between MSC Industrial Direct Co., Inc. and Douglas E.
               Jones  .†
     104       Cover Page Interactive Data File (formatted as Inline XBRL).
               Indicates a management contract or compensatory plan or
      †        arrangement.






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