Exhibit 10.3


 


UNITED
STATIONERS INC.

2004 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

SECTION 16 OFFICERS


 


Participant Name


Participant Address


Participant City, State, Zip


 


Dear First Name:


 


This Restricted Stock Award Agreement (this “Agreement”), dated as
Effective Date Indicated in Resolution (the “Award Date”), is by and between
Participant Name (the “Participant”), and United Stationers Inc., a Delaware
corporation (the “Company”). Any term capitalized but not defined in this
Agreement will have the meaning set forth in the Company’s 2004 Long-Term
Incentive Plan (the “Plan”).


 


In the exercise of its discretion to issue stock of the Company, the
Committee has determined that the Participant should receive a restricted stock
award, on the following terms and conditions:


 


1.                                       Grant.
The Company hereby grants to the Participant a Restricted Stock Award (the “Award”)
of x,xxx shares of Stock (the “Restricted Shares”). This Restricted Stock Award
is intended to be “Performance Based Compensation” as defined under plan to
meet the requirements for Section 162(m) of the Internal Revenue Code. The
Award will be subject to the terms and conditions of the Plan and this
Agreement. The Award constitutes the right, subject to the terms and conditions
of the Plan and this Agreement, to distribution of the Restricted Shares.


 


2.                                       Stock
Certificates. The Company will issue certificates for, or cause its
transfer agent to maintain a book entry account reflecting the issuance of, the
Restricted Shares in the Participant’s name. The Secretary of the Company, or
the Company's transfer agent, will hold the certificates for the Restricted
Shares, or cause such Restricted Shares to be maintained as restricted shares
in a book entry account, until the Restricted Shares either vest or are
forfeited. Any certificates that are issued for Restricted Shares will bear a
legend, and any book entry accounts that are maintained therefor will have an
appropriate notation, in accordance with Section 6 hereof. The Participant's right
to receive the Award hereunder is contingent upon the Participant's execution
and delivery to the Secretary of the Company of all stock powers or other
instruments of assignment (including a power of attorney), each endorsed in
blank with a guarantee of signature if deemed necessary or appropriate by the
Company, which would permit transfer to the Company of all or a portion of the
Restricted Shares in the event such Restricted Shares are forfeited in whole or
in part. The Company, or its transfer agent, will distribute to the Participant
(or, if applicable, the Participant's designated beneficiary or other
appropriate recipient in accordance with Section 5 hereof) certificates
evidencing ownership of vested Restricted Shares as and when provided in Sections
4 and 5 hereof.


 

















 


3.                                       Rights as
Stockholder. On and after the Award Date, and except to the extent provided
in Section 9 hereof, the Participant will be entitled to all of the rights of a
stockholder with respect to the Restricted Shares, including the right to vote
the Restricted Shares, the right to receive dividends and other distributions
payable with respect to the Restricted Shares, and the right to participate in
any capital adjustment applicable to all holders of Stock; provided, however,
that a distribution with respect to shares of Stock, other than any regular
cash dividend which will be paid at the same time as all other shareholders,
will be deposited with the Company and will be subject to the same restrictions
as the Restricted Shares. If the Participant forfeits any rights he or she may
have under this Award in accordance with Section 4 hereof, the Participant
shall, on the day following the event of forfeiture, no longer have any rights
as a stockholder with respect to any and all Restricted Shares not then vested
and so forfeited, or any interest therein, and the Participant shall no longer
be entitled to receive dividends on or vote any such Restricted Shares as of
any record date occurring thereafter.


 


4.                                       Vesting;
Effect of Date of Termination. The Participant's Restricted Shares will
vest in three annual increments of one-third of the Restricted Shares on each
of the first three anniversaries of the Award Date; provided that the
Participant’s Date of Termination has not occurred before the vesting date and
provided further that the Company’s cumulative Earnings Per Share(1) for the
four calendar quarters immediately proceeding the vesting date exceed $1.00 per
share. If the Participant’s Date of Termination occurs for any reason before
all of the Participant's Restricted Shares have become vested under this
Agreement, the Participant's Restricted Shares that have not theretofore become
vested will be forfeited on and after the Participant's Date of Termination,
subject to the following: 


 


(a)                                  If the Participant's
Date of Termination occurs by reason of the Participant's death or Permanent
and Total Disability, a Pro Rata Portion of the Restricted Shares that have not
otherwise vested under this Agreement will then become vested as of the
Participant's Date of Termination. As used herein, the “Pro Rata Portion” of
the then unvested Restricted Shares shall be determined by multiplying the
total number of Restricted Shares then remaining unvested by a fraction, the
numerator of which shall be the number of whole months elapsed from the Award
Date to 






(1)  ”Earnings Per Share” shall mean United Stationers’
Earnings Per Share as reported in its consolidated financial statements
adjusted to eliminate: (1) the cumulative effect of changes in accounting
policy (which include changes in generally accepted accounting principles)
adopted by United Stationers for the relevant performance year; (2) expenses
classified as “Provisions for Restructuring”; (3) expenses related to “Goodwill
Amortization”; (4) gains and/or losses classified as “Discontinued Operations”;
(5) accelerated amortization of capitalized software; (6) the impacts of
“Corporate Transactions”, such as stock splits, dividends and
recapitalizations; and (7) gains or losses classified as “Extraordinary Items”,
which may include: (A) the net impact of acquisitions and divestitures
completed during the period; (B) gains or losses on the extinguishment of debt;
(C) losses resulting from a newly enacted law or regulation; and (D) other expenses
or losses that are unusual in nature or infrequent in occurrence.


 


In each instance, the above-referenced adjustment to Earnings Per Share
must be in accordance with generally accepted accounting principles and appear
on the face of United Stationers’ Statement of Consolidated Earnings contained
in United Stationers’ Consolidated Financial Statements for such performance
year.


 


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the Date of Termination, and the denominator of which shall be the
number of whole months between the Award Date and the normal vesting date
provided in the first sentence of this Section 4.


 


(b)                                 If a Change of Control
occurs after the Award Date and prior to the Participant's Date of Termination,
then (i) 50% of the Restricted Shares that have not otherwise vested under this
Agreement will then become fully vested as of the date of such event; and (ii)
the portion of the Restricted Shares that does not vest in accordance with the
preceding clause (i) shall be subject to the vesting provisions of this
Agreement without regard to the acceleration of vesting under clause (i).


 


(c)                                  If a Change of
Control occurs after the Award Date and prior to the Participant's Date of
Termination and, during the two-year period following the date of such Change
of Control, the Participant's Date of Termination occurs by reason of
termination of the Participant’s employment by the Company or its
Subsidiaries  without Cause or by the
Participant for Good Reason, the Restricted Shares that have not otherwise
vested under this Agreement will be fully vested as of the Participant's Date
of Termination.


 


(d)                                 If the Participant's
Date of Termination occurs during an Anticipated Change of Control by reason of
termination of the Participant’s employment by the Company or its Subsidiaries
without Cause or by the Participant for Good Reason, and a Change of Control
then occurs within two years following the Participant's Date of Termination,
the number of shares (subject to paragraph 5.2(f) of the Plan) that were
forfeited under this Agreement on the Date of Termination shall be granted to
the Participant on a fully vested basis as of the date of the Change of
Control.


 


For purposes of this Agreement, the term “Permanent and Total
Disability” means the Participant's inability, due to illness, accident,
injury, physical or mental incapacity or other disability, effectively to carry
out his duties and obligations as an employee of the Company or its
Subsidiaries or to participate effectively and actively as an employee of the
Company or its Subsidiaries for 90 consecutive days or shorter periods
aggregating at least 180 days (whether or not consecutive) during any
twelve-month period.


 


Except as otherwise specifically provided, the Company will not have
any further obligations to the Participant under this Agreement if the
Participant’s Restricted Shares are forfeited as provided herein.


 


5.                                       Terms and
Conditions of Distribution. The Company, or its transfer agent, will
distribute to the Participant certificates for any portion of the Restricted
Shares which becomes vested in accordance with this Agreement within 30 days
after the vesting thereof. If the Participant dies before the Company has
distributed certificates for any vested portion of the Restricted Shares, the
Company will distribute certificates for that vested portion of the Restricted
Shares and, to the extent provided under Section 4 hereof, the remaining
balance of the Restricted Shares which become vested upon the Participant’s
death to the beneficiary designated by the Participant on a form provided by
the Company for this 


 


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purpose. If the Participant failed to designate a beneficiary, the
Company will distribute certificates for such Restricted Shares in accordance
with the Participant's will or, if the Participant did not have a will, in
accordance with the laws of descent and distribution. 


 


Notwithstanding the foregoing, the Committee may require the
Participant, or the alternate recipient identified in the preceding paragraph,
to satisfy any potential federal, state, local or other tax withholding
liability. Such liability must be satisfied at the time such Restricted Shares
become “substantially vested” (as defined in the regulations issued under Section
83 of the Code). At the election of the Participant, and subject to such rules
and limitations as may be established by the Committee from time to time, such
withholding obligations may be satisfied: (A) through a cash payment by the
Participant, (B) through the surrender of shares of Stock that the Participant
already owns (provided, however, to the extent shares described in this clause
(B) are used to satisfy more than the minimum statutory withholding obligation,
as described below, then payments made with shares of Stock in accordance with
this clause (B) shall be limited to shares held by the Participant for not less
than six months prior to the payment date), (C) through the surrender of shares
of Stock to which the Participant is otherwise entitled in respect of the Award
under this Agreement; provided, however, that such shares under this clause (C)
may be used to satisfy not more than the minimum statutory withholding
obligation of the Company or applicable Subsidiary (based on minimum statutory
withholding rates for federal, state and local tax purposes, including payroll
taxes, that are applicable to such supplemental taxable income), or (D) any
combination of (A), (B) and (C); provided, however, that the
Committee shall have sole discretion to disapprove of an election pursuant to
any of clauses (B)-(D) and that the Committee may require that the method of
satisfying such an obligation be in compliance with Section 16 of the Exchange
Act (if the Participant is subject thereto) and any other applicable laws and
the respective rules and regulations thereunder. Any fraction of a share of
Stock which would be required to satisfy such an obligation will be disregarded
and the remaining amount due will be paid in cash by the Participant.


 


The Company will not be required to make any distribution of any
portion of the Restricted Shares under this Section 5 (i) before the first date
that such portion of the Restricted Shares may be distributed to the
Participant without penalty or forfeiture under federal or state laws or
regulations governing short swing trading of securities, or (ii) at any other
time when the Company or the Committee reasonably determines that such
distribution or any subsequent sale of the Restricted Shares would not be in
compliance with other applicable securities or other laws or regulations. In
determining whether a distribution would result in any such penalty, forfeiture
or noncompliance, the Company and the Committee may rely upon information
reasonably available to them or upon representations of the Participant or the
Participant’s legal or personal representative.


 


6.                                       Legend on
Stock Certificates. If one or more certificates for all or any portion of
the Restricted Shares are issued in the Participant's name under this Agreement
before such Restricted Shares become vested, the certificates shall bear the
following legend, or any alternate legend that counsel to the Company believes
is necessary or desirable, to facilitate compliance with applicable securities
or other laws:


 


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“The securities represented by this
Certificate are subject to certain restrictions on transfer specified in the
Restricted Stock Award Agreement dated as of [the Award Date] between the
issuer (the “Company”) and the holder named on this Certificate, and the
Company reserves the right to refuse the transfer of such securities, whether
voluntary, involuntary or by operation of law, until such conditions have been
fulfilled with respect to such transfer. A copy of such conditions shall be
furnished by the Company to the holder hereof upon written request and without
charge.” 


 


If any such Restricted Shares are not
represented by certificate(s) prior to their vesting, but are instead
maintained by the Company’s transfer agent in uncertificated form in a book
entry account, the account shall bear an appropriate notation to the effect
that the Restricted Shares included therein are subject to the restrictions of
this Agreement. Whether maintained in certificated or uncertificated book entry
form, the Company may instruct its transfer agent to impose stop transfer
instructions with respect to any such unvested Restricted Shares.


 


The foregoing legend or notation and stop
transfer instructions will be removed from the certificates evidencing or
account maintained for all or any portion of the Restricted Shares after the
conditions set forth in Sections 4 and 5 hereof have been satisfied as to such
Restricted Shares.


 


7.                                       Delivery of
Certificates. Despite the provisions of Sections 4 and 5 hereof, the
Company is not required to issue or deliver any certificates for Restricted
Shares if at any time the Company determines that the listing, registration or
qualification of such Restricted Shares upon any securities exchange or under
any law, the consent or approval of any governmental body or the taking of any
other action is necessary or desirable as a condition of, or in connection
with, the delivery of the Restricted Shares hereunder in compliance with all
applicable laws and regulations, unless such listing, registration,
qualification, consent, approval or other action has been effected or obtained,
free of any conditions not acceptable to the Company.


 


8.                                       No Right to
Employment. Nothing herein confers upon the Participant any right to
continue in the employ of the Company or any Subsidiary.


 


9.                                       Nontransferability.
Except as otherwise provided by the Committee or as provided in Section 5, and
except with respect to vested shares, the Participant's interests and rights in
and under this Agreement are not assignable or transferable other than as
designated by the Participant by will or by the laws of descent and
distribution. Distribution of Restricted Shares will be made only to the
Participant; or, if the Committee has been provided with evidence acceptable to
it that the Participant is legally incompetent, the Participant’s personal
representative; or, if the Participant is deceased, to the designated
beneficiary or other appropriate recipient in accordance with Section 5 hereof.
The Committee may require personal receipts or endorsements of a Participant’s
personal representative, designated beneficiary or alternate recipient provided
for herein, and the Committee shall extend to those individuals the rights
otherwise exercisable by the Participant with regard to any withholding tax
election in accordance with Section 5 hereof. Any effort to otherwise assign or
transfer any Restricted Shares (before they are 


 


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distributed) or any rights or interests therein or thereto under this
Agreement will be wholly ineffective, and will be grounds for termination by
the Committee of all rights and interests of the Participant and his or her
beneficiary in and under this Agreement.


 


10.                                 Administration and
Interpretation. The Committee has the authority to control and manage the
operation and administration of the Plan. Any interpretations of the Plan by
the Committee and any decisions made by it under the Plan are final and binding
on the Participant and all other persons. 


 


11.                                 Governing Law.
This Agreement and the rights and obligations hereunder shall be governed by
and construed in accordance with the laws of the state of Delaware, without
regard to principles of conflicts of law of Delaware or any other jurisdiction.


 


12.                                 Sole Agreement.
Notwithstanding anything in this Agreement to the contrary, the terms of this
Agreement shall be subject to all of the terms and conditions of the Plan (as
the same may be amended in accordance with its terms), a copy of which may be
obtained by the Participant from the office of the Secretary of the Company. In
addition, this Agreement and the Participant’s rights hereunder shall be
subject to all interpretations, 
determinations, guidelines, rules and regulations adopted or made by the
Committee from time to time pursuant to the Plan. This Agreement is the entire
agreement between the parties to it with respect to the subject matter hereof,
and supersedes any and all prior oral and written discussions, commitments,
undertakings, representations or agreements (including, without limitation, any
terms of any employment offers, discussions or agreements between the parties).


 


13.                                 Binding Effect.
This Agreement will be binding upon and will inure to the benefit of the
Company and the Participant and, as and to the extent provided herein and under
the Plan, their respective heirs, executors, administrators, legal
representatives, successors and assigns.


 


14.                                 Amendment and
Waiver. This Agreement may be amended in accordance with the provisions of
the Plan, and may otherwise be amended by written agreement between the Company
and the Participant without the consent of any other person. No course of
conduct or failure or delay in enforcing the provisions of this Agreement will
affect the validity, binding effect or enforceability of this Agreement.


 


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IN WITNESS WHEREOF, the Company
has duly executed this Agreement as of the Award Date.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  UNITED STATIONERS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  	
  

  	
   

  
	
   

  	
   

  
	
   

  	
  Frederick B. Hegi, Jr.

  
	
   

  	
  Chairman of the Board

  



 


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