Exhibit 10.3


 


UNITED STATIONERS INC.

2004 LONG-TERM INCENTIVE PLAN

TIME BASED RESTRICTED STOCK AWARD AGREEMENT


SECTION 16 OFFICERS AND SALARY GRADE 3 ASSOCIATES


 


This Restricted Stock Award
Agreement (this “Agreement”), dated as of
                                
(the “Award Date”), is by and between                                 
(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             
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 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 preceding 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:


 






(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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(a)           If
the Participant’s Date of Termination occurs by reason of the Participant’s
death or Permanent and Total Disability, a portion of the Restricted Shares
that have not otherwise vested under this Agreement will become vested as of
the Participant’s Date of Termination. That portion of the then unvested
Restricted Shares shall be determined by multiplying (i) the total number
of Restricted Shares then remaining unvested by (ii) 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
the Participant’s Date of Termination occurs by reason of the Participant’s
Retirement, a portion of the Restricted Shares that have not otherwise vested
under this Agreement will become vested as of the next vesting date after such
Retirement, provided that the specified
Earnings per Share performance goal has been met.  The vested portion shall be equal to the
product of (i) the number of Restricted Shares that otherwise would have
vested on the next vesting date had the Participant’s employment not been
terminated and if the Company actually achieves the specified Earnings Per
Share performance goal applicable to that next vesting date, and (ii) a
fraction, the numerator of which shall be the number of whole months elapsed
from the most recent vesting date to the Date of Termination, and the
denominator of which shall be twelve,


 


(c)           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).


 


(d)           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.


 


(e)           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.


 


(f)            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.


 


(g)           For
purposes of this Agreement, the term “Retirement” means the Participant’s
termination of employment (as described in the definition of “Date of
Termination” in the Plan) occurring after the earlier of (i) the Participant
reaching age 65, or (ii) the Participant reaching age 55 and having
completed at least 10 years of employment with the Company and its
Subsidiaries.


 


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 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.


 


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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:


 


“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.


 


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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.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  



 


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