Exhibit
10.3


UNITED STATIONERS INC.


2007 LONG-TERM INCENTIVE PLAN


RESTRICTED
STOCK AWARD AGREEMENT


 


Dear Victoria:


This Restricted
Stock Award Agreement (this “Agreement”), dated as June 11, 2007 (the “Award
Date”), is by and between Victoria Reich (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 7,500 shares of Stock (the “Restricted
Shares”).  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, 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 become vested on June 11, 2010; provided that the
Participant’s Date of Termination has not occurred before that date.  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 invested by
a fraction, the numerator of which shall be the number of whole months elapsed
from the Award Date to 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 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.


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
as soon as practicable 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 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 axe 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
hereunder.  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 snider 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:


“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 Company’s transfer agent in uncertificated forma
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 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.













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


 


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  UNITED STATIONERS INC., a Delaware Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Frederick B. Hegi, Jr.

  
	
   

  	
   

  	
  Frederick B. Hegi, Jr.

  
	
   

  	
   

  	
  Chairman of the Board