Exhibit 10.10


 


UNITED STATIONERS INC.

2004 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT


 


First Name, Last Name

Address

City, State Zip


 


Dear <First Name>:


 


This Restricted
Stock Unit Award Agreement (this “Agreement”), dated September 1, 2008,
(the “Award Date”), is by and between <First Name, Last 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 grant awards under the Plan, the Committee has determined
that the Participant should receive a restricted stock unit award, on the
following terms and conditions:


 


1.                                       Grant.  The Company hereby grants to the Participant
a Restricted Stock Unit Award (the “Award”) of <#> restricted stock units (the “Units”), each Unit that
vests representing the right to receive one share of the Company’s common stock
as provided in Section 5 of this Agreement.  The Award will be subject to the terms and
conditions of the Plan and this Agreement.


 


2.                                       No
Rights as a Stockholder.  The Units
granted pursuant to this Award do not entitle the Participant to any rights of
a stockholder of the Company’s Stock. 
The Participant’s rights with respect to the Units shall remain
forfeitable at all times until satisfaction of the vesting conditions set forth
in Section 3 of this Agreement.


 


3.                                       Vesting;
Effect of Date of Termination.  For
purposes of this Agreement, “Vesting Date” means any date, including the
Scheduled Vesting Date (as defined below), on which Units subject to this Award
vest as provided in this Section 3.


 


(a)                                    Except
as otherwise provided in paragraphs 3(b) through 3(f), the Participant’s
Units will vest on December 31, 2011 (the “Scheduled Vesting Date”) if the
Participant’s Date of Termination has not occurred before the Scheduled Vesting
Date, but only to the extent the Units have been earned during the period from January 1,
2009 to December 31, 2011 (the “Performance Period”) as provided in Section 4.  If the Participant’s Date of Termination
occurs for any reason before the Scheduled Vesting Date, the Participant’s
Units will be forfeited on and after the Participant’s Date of Termination,
except as provided in paragraphs 3(b) through 3(f).


 


(b)                                     If
the Participant’s Date of Termination occurs before the Scheduled Vesting Date
by reason of the Participant’s death or Permanent and Total Disability (as
defined in paragraph 3(g)), a portion of the then unvested Units will become
vested as of 


 

















 


the Participant’s Date of
Termination.  That portion shall be equal
to the sum of (i) the number of Earned Units (as defined in Section 4),
if any, immediately prior to the Participant’s Date of Termination, and (ii) a
number of additional Units determined by multiplying the lesser of (A) one-third
of the total number of Units or (B) the number of Units not yet earned
immediately prior to the Participant’s Date of Termination, by a fraction, the numerator
of which shall be the number of whole months elapsed from the beginning of the
calendar year in which the termination of employment occurred to the Date of
Termination, and the denominator of which shall be twelve.  Any Units not vested as provided in this
paragraph shall be forfeited.


 


(c)                                      If
the Participant’s Date of Termination occurs before the Scheduled Vesting Date
by reason of the Participant’s Retirement (as defined in paragraph 3(j)), a
portion of the then unvested Units will become vested as of the end of the
calendar year in which the Participant’s Date of Termination occurs.  That portion shall be equal to the sum of (i) the
number of Earned Units, if any, immediately prior to the Participant’s Date of
Termination, and (ii) the number of additional Units that otherwise would
have been earned as provided in Appendix A during the calendar year in
which the termination occurred multiplied by a fraction, the numerator of which
shall be the number of whole months elapsed from the beginning of the calendar
year in which the termination of employment occurred to the Date of
Termination, and the denominator of which shall be twelve.  Settlement of the vested Units shall occur
within the first 90 days of the calendar year immediately following the
calendar year in which the Participant’s Date of termination occurs.  Any Units not vested as provided in this
paragraph shall be forfeited.


 


(d)                                     If
a Change of Control occurs after the Award Date and prior to both the Scheduled
Vesting Date and the Participant’s Date of Termination, then a portion of the
Units will become fully vested as of the date of such Change of Control.  That portion shall be equal to the sum of (i) the
number of Earned Units, if any, immediately prior to the date of the Change in
Control, and (ii) a number of additional Units equal to the greater of (A) 50%
of the number of Units not included in clause (i), or (B) an amount
determined by multiplying 50% of the number of Units not included in clause (i) by
the Performance Factor (determined as provided in Appendix A) for all
completed calendar years during the Performance Period prior to the date of the
Change in Control.  The Units that do not
vest in accordance with the previous sentence shall remain subject to the
vesting provisions of this Agreement, with all Units that have vested as a
result of the Change of Control deemed Earned Units for purposes of applying
the formula specified in Appendix A.


 


(e)                                  If,
prior to the Scheduled Vesting Date but within two years after a Change in Control
described in paragraph 3(d), the Participant’s Date of Termination occurs by
reason of the involuntary termination of the Participant’s employment by the
Company or its Subsidiaries without Cause or by the Participant for Good Reason
(as defined in paragraph 3(h)), all of the Units that did not vest as a result
of the 


 


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Change of Control as provided in paragraph 3(d) will
vest as of the Participant’s Date of Termination.


 


(f)                                    If the Participant’s Date of Termination occurs
after the Award Date, before the Scheduled Vesting Date and during an
Anticipated Change of Control by reason of the involuntary 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, a number of shares of
Stock equal to the number of Units forfeited on the Participant’s Date of
Termination (subject to paragraph 5.2(f) of the Plan) shall be issued to
the Participant on a fully vested basis within 90 days of the date of the
Change of Control.


 


(g)                                 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.


 


(h)                                 For
purposes of this Agreement, “Good Reason” shall mean:  (i) any material breach by the Company
of this Agreement or of any employment agreement with the Participant without
Participant’s written consent, (ii) any material reduction, without the
Participant’s written consent, in the Participant’s duties, responsibilities or
authority; provided, however, that for purposes of this clause (ii), neither (A) a
change in the Participant’s supervisor or the number or identity of the
Participant’s direct reports, nor (B) a change in the Participant’s title,
duties, responsibilities or authority as a result of a realignment or
restructuring of the Company’s executive organizational chart nor (C) a
change in the Participant’s title, duties, responsibilities or authority as a
result of a realignment or restructuring of the Company shall be deemed by
itself to materially reduce Participant’s duties, responsibilities or
authority, as long as, in the case of either (B) or (C), Participant
continues to report to either the supervisor to whom he or she reported
immediately prior to the Change of Control or a supervisor of equivalent
responsibility and authority; or (iii) without Participant’s written
consent: (A) a material reduction in the Participant’s base salary, (B) the
relocation of the Participant’s principal place of employment more than fifty
(50) miles from its location on the date of a Change in Control, or (C) the
relocation of the Company’s corporate headquarters office outside of the
metropolitan area in which it is located on the date of a Change in
Control.  For purposes of this Agreement,
a Change of Control, alone, does not constitute Good Reason.  Furthermore, notwithstanding the above, the
occurrence of any of the events described above will not constitute Good Reason
unless the Participant gives the Company written notice within thirty (30) days
after the initial occurrence of any of such events that the Participant
believes that such event constitutes Good 


 


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Reason, and the Company thereafter fails to cure any
such event within sixty (60) days after receipt of such notice.


 


(i)                                     For
purposes of this Agreement, a Date of Termination shall be deemed to have
occurred only if on such date the Participant has also experienced a “separation
from service” as defined in the regulations promulgated under Code Section 409A.


 


(j)                                     For
purposes of this Agreement, “Retirement” means the Participant’s separation
from service (as defined in the regulations promulgated under Code Section 409A)
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 Service
with the Company and its Subsidiaries.


 


(k)                                  For
purposes of this Agreement, a Change of Control shall be deemed to have
occurred only if such event would also be deemed to constitute a change in
ownership or effective control, or a change in the ownership of a substantial
portion of the assets, of the Company under Code Section 409A.


 


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


 


4.                                         Earned
Units.  The number of Units that the
Participant will be deemed to have earned (“Earned Units”) as of the end of
each calendar year occurring during the Performance Period (the end of each
such year being a “Determination Date”) will be determined by the extent to
which the Company has satisfied the performance-based objectives for the
calendar year or years ending on the applicable Determination Date as set forth
in Appendix A to this Agreement. 
The portion of the Units subject to this Award that will be deemed
Earned Units as of each Determination Date during the Performance Period will
be determined according to the formula specified in Appendix A, but in
no event will the cumulative number of Units that are deemed Earned Units as of
any Determination Date during the Performance Period exceed the total number of
Units subject to this Agreement.  Any
Units that are not earned as of either of the first two Determination Dates
during the Performance Period solely because of the failure to fully satisfy an
applicable performance-based objective shall remain eligible to be earned as of
a subsequent Determination Date during the Performance Period.


 


5.                                         Settlement
of Units.  After any Units vest pursuant to Section 3, and unless otherwise
provided in Section 3, the Company will promptly, but in no event later
than 90 days after the Vesting Date, cause to be issued to the Participant, or
to the Participant’s beneficiary or legal representative in the event of
Participant’s death, one share of Stock in payment and settlement of each
vested Unit.  Such issuance shall be
evidenced by a stock certificate or appropriate entry on the books of the
Company or a duly authorized transfer agent of the Company, shall be subject to
the tax withholding provisions of Section 6, and shall be in complete
satisfaction of such vested Units.  If
the Units that vest include a fractional Unit, the Company will round the
number of vested Units down 


 


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to
the nearest whole Unit prior to issuance of the shares as provided herein.  Notwithstanding the foregoing, if any amount shall be payable with respect to
this Award as a result of the Participant’s “separation from service” at such
time as the Participant is a “specified employee” (as those terms are
defined in regulations promulgated under Code Section 409A) and such amount is subject to the provisions
of Code Section 409A, then no payment shall be made, except as permitted
under Code Section 409A, prior to the first day of the seventh calendar
month beginning after the Participant’s separation from service (or the date of
Participant’s earlier death), or as soon as administratively practicable
thereafter.


 


6.                                         Tax Matters.  The Committee may require
the Participant, or the alternate recipient identified in Section 5, to
satisfy any potential federal, state, local or other tax withholding
liability.  Such liability must be
satisfied at the time such Units vest and are settled in shares of Stock.  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.


 


7.                                         Compliance
with Laws.  Despite the provisions of
Section 5 hereof, the Company is not required to issue or deliver any
certificates for shares of Stock if at any time the Company determines that the
listing, registration or qualification of such 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 issuance or delivery of the 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.


 


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9.                                         Nontransferability.  Except as otherwise provided by the Committee
or as provided in Section 5, and except with respect to shares of Stock
issued in settlement of vested Units, the Participant’s interests and rights in
and under this Agreement may not be assigned, transferred, exchanged, pledged
or otherwise encumbered other than as designated by the Participant by will or
by the laws of descent and distribution. 
Issuance of shares of Stock in settlement of Units 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 6
hereof.  Any effort to otherwise assign
or transfer any Units 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 


 


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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:

  
	
   

  	
  

  
	
   

  	
  Frederick B. Hegi, Jr.

  
	
   

  	
  Chairman of the Board

  



 


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Appendix A to


Restricted Stock Unit Award Agreement


 


Earned Units and Performance-Based Objectives


 


Performance Period:             January 1,
2009 through December 31, 2011


 


The determination of the number of Units that will be earned as of each
Determination Date during the Performance Period specified above as provided in
Section 4 of the Agreement will be determined as follows:


 


1.             The Company’s
Economic Profit (as defined below) for the period beginning on the first day of
the Performance Period and ending on the applicable Determination Date (the “Relevant
Period”) will be calculated.


 


2.             Based on that actual
Economic Profit, the Performance Factor for the Relevant Period will be
determined from the following table by determining where the Company’s actual
Economic Profit falls relative to the goals specified in the applicable column
of the table below, and then selecting the corresponding Performance
Factor.  If the Company’s actual Economic
Profit for any Relevant Period is between two amounts shown in the applicable
column of the table, the corresponding Performance Factor will be determined by
linear interpolation between the two relevant Performance Factors shown in the
table.  If actual Economic Profit for the
Relevant Period is less than or equal to the Threshold amount specified, the
Performance Factor is zero, and if it greater than the Maximum amount
specified, the Performance Factor will be equal to the percentage specified for
the Maximum amount.


 


	
   

  	
   

  	
  Company’s Cumulative Economic Profit Goals and Corresponding Performance Factors

  During the Portion of the Performance Period Ending on the Dates Indicated

  	
   

  
	
   

  	
   

  	
  December 31, 2009

  	
   

  	
  December 31, 2010

  	
   

  	
  December 31, 2011

  	
   

  
	
   

  	
   

  	
  EP Goal

  	
   

  	
  Perf. Factor

  	
   

  	
  EP Goal

  	
   

  	
  Perf. Factor

  	
   

  	
  EP Goal

  	
   

  	
  Perf. Factor

  	
   

  
	
  Maximum

  	
   

  	
  $-10M

  	
   

  	
  150

  	
  %

  	
  $-17M

  	
   

  	
  150

  	
  %

  	
  $-36M

  	
   

  	
  100

  	
  %

  
	
  Target

  	
   

  	
  $-24M

  	
   

  	
  100

  	
  %

  	
  $-39M

  	
   

  	
  100

  	
  %

  	
  $-36M

  	
   

  	
  100

  	
  %

  
	
  Threshold

  	
   

  	
  $-30M

  	
   

  	
  0

  	
  %

  	
  $-52M

  	
   

  	
  0

  	
  %

  	
  $-52M

  	
   

  	
  0

  	
  %

  



 


3.            The number of Earned
Units as of any Determination Date will be calculated using the following
formula:


 


(Performance Factor x Cumulative Unit Percentage x Number of Units
Awarded) — Number of Previously Earned Units


 


where:


 


·                  “Performance
Factor” is the percentage determined as provided in item 2 above;


 


·                  “Cumulative Unit
Percentage” is the percentage in the following table that corresponds to the
Determination Date marking the end of the Relevant Period:


 




	
  Determination Dates

  	
   

  	
  Cumulative Unit Percentage

  	
   

  
	
  December 31, 2009

  	
   

  	
  33 1/3%

  	
   

  
	
  December 31, 2010

  	
   

  	
  66 2/3%

  	
   

  
	
  December 31, 2011

  	
   

  	
  100%

  	
   

  






 


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·                  “Number of Units
Awarded” is the number in Section 1 of the Agreement; and


 


·                  “Number of
Previously Earned Units” is the number of Units subject to the Award that had
already been determined to be Earned Units during the Performance Period prior
to the applicable Determination Date.


 


4.             For purposes of this Appendix A, the Company’s
“Economic Profit” for any period shall mean profit after applying a capital
charge based on the long-term weighted average cost of capital.  Profit is defined as after-tax EBIT.  Total capital used to calculate the capital
charge includes all assets and liabilities except for cash, debt (including
Asset Backed Securitization) and stockholders’ equity.  Adjustments are made to both profit and total
capital to remove the impact of LIFO expense and the amortization of intangible
assets associated with acquisitions.


 


5.             As
an example, to compute the number of Earned Units as of the first, second and
third Determination Dates, assume the following facts: (i) the Number of
Units Awarded was 15,000; (ii) the Company’s actual Economic Profit for
the relevant period ending on the first Determination Date was half-way between
the Threshold Amount and the Target Amount, resulting in a Performance Factor
of 50%; (iii) the Company’s actual Economic Profit for the relevant period
ending on the second Determination Date was half-way between the Target Amount
and the Maximum Amount, resulting in a Performance Factor of 125%; and (iv) the
Company’s actual Economic Profit for the relevant period ending on the third
Determination Date was above the Target Amount, resulting in a Performance
Factor of 100%.  Under these facts, the
number of additional Earned Units on each Determination Date would be:


 


	
  First Determination Date:

  	
  (50% x 33 1/3% x 15,000) – 0 = 2,500 Units

  
	
   

  	
   

  
	
  Second Determination Date:

  	
  (125% x 66 2/3% x 15,000) – 2,500 = 10,000 Units

  
	
   

  	
   

  
	
  Third Determination Date:

  	
  (100% x 100% x 15,000) – 12,500 = 2,500 Units

  



 


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