Exhibit
10.26


 


UNITED
STATIONERS SUPPLY CO.


 


AMENDED
AND RESTATED DEFERRED COMPENSATION PLAN


 


(Effective
as of January 1, 2009)


 


ARTICLE
I.  Purpose


 


The
purpose of the Plan is to assist a select group of key management in their
financial and retirement planning by providing a means for the deferral of a
portion of their current compensation. 
It is anticipated that this will aid in attracting and retaining the key
management required for the continued growth and profitability of United
Stationers Inc. and its subsidiaries. 
This Plan is an amendment and restatement as of January 1, 2009 (“Effective
Date”) of the United Stationers Supply Co. Deferred Compensation Plan in effect
prior to the Effective Date.  The Plan is
not intended to qualify under section 401(a) of the Internal Revenue Code
of 1986, as amended (“Code”), or to be subject to Part 2, 3 or 4 of
Subtitle B of Title I of the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”).  It is intended
that the provisions of the Plan conform to the requirements of section 409A of
the Code and the Plan will be interpreted in all respects in accordance with
such requirements.  Any references in the
Plan to section 409A of the Code include references to applicable guidance
issued thereunder.


 


ARTICLE
II.  Participation


 


1.                                       Eligibility. 
All exempt employees classified as Grade 1, 2, 3, 4 or 5 of United
Stationers Supply Co. or any other direct or indirect subsidiary of United
Stationers Inc. permitted to participate in the Plan by the Committee (as
hereafter defined) (“Company”) are eligible to participate in the Plan.


 


2.                                       Election to Defer.


 


(a)                                  Each Participant may elect to defer any
portion of future compensation, either base salary or cash bonus, or both (and
in no event will any deferral election be given effect with respect to a stock
option or stock appreciation right), (“Deferred Amount”) by filing with the
Committee (or its delegate) a properly completed Deferred Amount Form(s) (“Deferral
Election Form”) stating the percentage of base salary and/or percentage of cash
bonus to be deferred.  Subject to the
following two sentences, the election to defer base salary and/or cash bonus
must be submitted no later than the last day of the designated election period
that ends on or prior to December 31 of the calendar year immediately
preceding the calendar year to which the election applies. However, for the
period commencing on the Effective Date, the Participant must make the election
or reelect with respect to amounts deferred under the Plan prior to the
Effective Date.  For the first year in
which the employee becomes eligible, the Participant must make the election
within 30 days after the date the employee becomes eligible.  A new Deferral Election Form must be
submitted each year.  For any year the
Company may establish minimum or maximum deferral amounts.


 


(b)                                 If a Participant receives a hardship
withdrawal from a qualified retirement plan of the Company or any other Related
Company and, as a result of such withdrawal, is precluded by the terms of the
qualified retirement plan from making deferrals under the Plan, then the
Participant’s deferral election shall be cancelled and any future deferral
elections by such Participant shall be subject to the provisions of
subparagraph (a) immediately above. 
The term “Related Company” means any corporation or trade or business
during any period which it is, along with United Stationers, Inc., a
member of a controlled group of trades or businesses, as described in section
414(b) and 414(c), respectively, of the Code; provided, however that
whether a corporation, trade or business is a Related Company shall be
determined by substituting “more than 50 


 


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percent” for “at
least 80 percent” where applicable with respect to sections 414(b) and
414(c).


 


3.                                       Deferred Accounts.


 


(a)                                  The Company shall establish an unfunded
notional deferred account (“Account”) for each Participant.  Such Account shall be credited with the
amount of compensation deferred and reduced by each payment.


 


(b)                                 Prior to the Effective Date for Accounts
as of the Effective Date and with each Deferral Election Form executed by
a Participant on or after the Effective Date, each Participant shall elect an
investment preference for purposes of calculating a rate of return on the
Participant’s Account, in accordance with procedures established by the
committee administering the Plan as set forth in Article IV (“Committee”).  Within the month of December to be
effective as of January 1st of the following calendar year or at such
other time or times determined by the Committee, each Participant may change
the Participant’s election of an investment preference for purposes of
calculating a rate of return on the Participant’s Account, in accordance with procedures
established by the Committee.  Unless
determined otherwise by the Committee, the investment preferences among which
the Participant may elect shall be the investment funds under the United
Stationers 401(k) Savings Plan (“401(k) Savings Plan”).  The investment preference selected by the
Participant shall remain in effect until a new investment election is filed in
accordance with procedures established by the Committee, provided such
procedures comply with section 409A of the Code.  Unless otherwise determined appropriate by
the Committee, the investment preference selected by the Participant shall be
the investment fund (“Investment Fund”) used as a measure for determining a
rate of return for the Participant’s Account.


 


As of the last day of each
calendar quarter or such shorter applicable period or such date as determined
by the Committee, each Account shall be credited or debited with a rate of
return which reflects the earnings, gains and losses equal to the amount the
Account would have earned, gained or lost if actually invested in the
applicable Investment Funds.  For
purposes of determining such rate of return, the Committee shall establish such
procedures as it deems appropriate.  The
Committee may at any time or from time to time change or otherwise modify the
basis or the method of calculating and crediting such rate of return.


 


Separate accounting shall
apply with respect to each Deferred Amount.


 


4.                                       Company Liability. 
The rights granted to the Participant or any beneficiary shall be solely
those of a general unsecured creditor. 
The Plan constitutes a mere promise by the Company to make benefit
payments in the future.  The Company
shall not be required to fund or otherwise segregate assets to be used for
payment of benefits under the Plan.  The
Company may maintain a trust (“Trust”) to hold assets to be used for payment of
benefits under the Plan and may make investments in amounts equal or unequal to
amounts payable hereunder but the Company shall not be under any obligation to
establish a Trust or make such investments and the assets of any such Trust and
such investments shall remain an asset of the Company subject to the claims of
the Company’s general creditors.  Any
payments by the Trust to a Participant of benefits under the Plan shall be
considered payments by the Company and shall discharge the Company of any
liability under the Plan for such payments. 
The Plan, and any action taken pursuant to it, are not to be construed
as creating a fiduciary relationship of any kind.


 


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ARTICLE
III.  Payment of Deferred Amounts


 


1.                                       Time and Method of Payment.


 


(a)                                  Subject to the provisions of paragraphs 2 and
3 of this Article III, the following provisions of this paragraph 1, and
the other terms and conditions of the Plan, payment of a Participant’s Account
balance, determined as of the close of business on the Payment Date (as defined
below) shall be made (or shall begin to be distributed) to the Participant with
respect to the applicable permitted Payment Events (as defined below) and in
the permitted Payment Methods, each as elected by the Participant in his or her
first deferral election under the Plan (or, with respect to any person who was
a Participant in the Plan immediately prior to the Effective Date, as elected
in the Deferral Election Form on file with respect to the Participant on December 31,
2008) and simultaneously with the filing of subsequent Deferral Election
Forms.  For purposes of the Plan, with
respect to each Deferred Amount:


 


(i)                                     permissible “Payment Methods” are (A) a
lump sum payment or (B) a series of periodic installments (if monthly
installments, to be not less than 12 nor more than 120 or, if annual
installments, to be not more than 10); and


 


(ii)                                  permissible “Payment Events” are (A) occurrence
of the date specified by the Participant, (B) the Participant’s death, (C) termination
of the Participant’s employment with the Company and all Related Companies by
reason of the Participant’s incurrence of a Disability, (D) a Change of
Control of United Stationers, Inc., or (E) termination of the
Participant’s employment with the Company and all Related Companies for any
reason other than the Participant’s death or Disability.


 


The
Participant may elect to receive payment upon the earliest to occur of one or
more of the permissible Payment Events as selected by the Participant in his or
her Deferral Election Form and the Participant’s payment election shall
designate the calendar year in which payments shall commence or such other
manner and pursuant to such other procedures as the Committee may prescribe,
provided such other manner and procedures comply with section 409A of the
Code.  The “Payment Date” with respect to
a Deferred Amount (as adjusted for deemed earnings and losses in accordance
with paragraph 3 of Article II) shall be the date on which payment is made
in full (in the case of an election to receive a single lump sum payment) or
the date on which payment commences (in the case of an election to receive
periodic installment payments).  If a
Participant elects a lump sum payment, the Payment Date for such lump sum
payment will be January 15 of the calendar year selected by the
Participant.  If a Participant elects
periodic installment payments, the Payment Date for the initial installment
payment will be January 15 of the calendar year selected by the
Participant.  If a Participant fails to
submit a payment election setting forth a Payment Event, Payment Date and/or a
Payment Method with a Deferral Election Form and the Participant
previously completed a payment election specifying a Payment Event, Payment
Date and a Payment Method, the Committee shall deem the most recently completed
payment election of the Participant to apply to such subsequent deferral
election or use such other procedures for determining payment as it may
prescribe, provided such other procedures and payment method and timing comply
with section 409A of the Code.  If no Payment Event is specified in any
deferral election of a Participant, the Participant shall be deemed to have
elected the Payment Event set forth in subparagraph (a)(ii)(E) above.  If no Payment Method is specified in any
deferral election of a Participant, the Participant shall be deemed to have
elected a lump sum as the Payment Method and the Payment Date shall be January 15
of the calendar year next following the calendar year in which the Participant’s
termination occurs.  For purposes of
section 409A of the Code, a series of installment payments shall be treated as
one payment.


 


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(b)                                 With respect to periodic installment
payments, the amount of each installment paid under this paragraph 1 of Article III will equal the result of dividing the
applicable portion of the Participant’s Account (e.g.,
the applicable Deferred Amount as adjusted for deemed earnings and losses,
determined as of the last day of the calendar month before the date on which
such payment is made) by the number of installments remaining immediately
before the payment.


 


(c)                                  For purposes of the Plan, a Participant
shall not be considered to have incurred a Disability unless the disability
satisfies the provisions of Treas. Reg. §1.409A-3(i)(4).


 


(d)                                 “Change of
Control” shall have the same meaning as under the United Stationers, Inc.
2004 Long-Term Incentive Plan (“LTIP”); provided, however, that a change of
control event that otherwise is a Change of Control under the LTIP shall be a
Change of Control for purposes of the Plan only if such event also satisfies
the requirements of Treas. Reg. §1.409A-3(i)(5).


 


2.                                       Changes
to Time and Method of Payment.  From and after the Effective Date, a
Participant may change the Payment Event, Payment Date and/or Payment Method of
any Deferred Amount (including any Payment Event, Payment Date or Payment
Method established pursuant to a deemed election pursuant to paragraph 1 above
of this Article III) once during his or her period of participation in the
Plan after the Effective Date by filing an election with the Committee.  Notwithstanding any other provision of the
Plan to the contrary, any such election to change the Payment Event, Payment
Date and/or Payment Method (a) shall not be effective until the date that
is 12 months following the date on which it is filed with the Committee and (b) shall
be effective only if it is filed with the Committee at least 12 months prior to
the date on which payments are otherwise to be made (or begin) under the Plan (i.e., the date on which the first payment of the Participant’s
Account is otherwise scheduled to begin pursuant to paragraph 1 above of this Article III).  If a Participant files an effective change to
the Payment Event, Payment Date and/or Payment Method pursuant to this
paragraph 2 of Article III, payment of the applicable portions of the Participant’s
Account balance shall be made in accordance with the new payment election and
such payments shall be made (or shall commence) as soon as practicable (but in
no event more than 30 days) after the date which is the fifth anniversary of
the date on which payment was to commence under the Participant’s prior
deferral election (the “Deferred Commencement Date”).  The amount of each distribution that is
payable on or after the Deferred Commencement Date shall be determined in
accordance with paragraph 1 above of this Article III by substituting the
Deferred Commencement Date for the Payment Date in such paragraph 1.


 


3.                                       Accelerated and Alternative Payments. 
Notwithstanding any election of a Payment Event, Payment Date or Payment
Method by a Participant, an accelerated payment (or alternative payment, as the
case may be) shall be made to the Participant or his or her beneficiary (as
designated under paragraph 4) in the case of the earliest to occur of the
Participant’s death, termination of employment with the Company and all Related
Companies by reason of the Participant’s Disability, other voluntary or
involuntary termination of employment with the Company and all Related
Companies, a Change of Control of United Stationers, Inc., or in the event
of an unforeseeable emergency.


 


(a)                                  In the case of the Participant’s
voluntary or involuntary termination of employment with the Company and all
Related Companies other than by reason of death or Disability prior to
receiving the full balance of his or her Account, the remaining balance shall
be paid to the Participant in accordance with the Payment Method the
Participant had elected with respect to termination of employment, provided
that the addition of such different Payment Method is subject to Treas. Reg. §1.409A-2(b) (subsequent
deferral elections) and Treas. Reg. §1.409A-3(j) (accelerated payments),
or, if the Participant did not elect a Payment Method with respect to
termination of employment, in one lump sum.


 


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(b)                                 Unless the date of the Participant’s
death or termination by reason of Disability is the earliest Payment Event
selected by the Participant in accordance with subparagraph 1(a)(ii) of
this Article III and the Participant elected periodic installments as his
or her Payment Method upon death or termination by reason of Disability, in the
case of the Participant’s death or termination by reason of Disability prior to
receiving the full balance of his or her Account, the remaining balance shall
be paid to the Participant, if living, or to the Participant’s beneficiary if
not, in one lump sum as soon as reasonably practicable (but in no event more
than 30 days) after determination by the Committee that death has occurred or
after the Participant’s termination of employment with the Company and all
Related Companies by reason of Disability. 
If no beneficiary has been designated, or none survives, the payment
will be to the Participant’s estate.  If
a beneficiary survives, but is legally disabled, the payment may be to any
person deemed by the Committee to have incurred expenses for such beneficiary
unless a prior claim has been made by a duly appointed guardian or legal
representative.


 


(d)                                 If the Participant elected Change of
Control as a Payment Event pursuant to subparagraph 1(a)(ii) of this Article III
and a Change of Control occurs prior to receiving the full balance of his or
her Account, the remaining balance shall be paid to the Participant in
accordance with the Payment Method the Participant had elected with respect to
Change of Control, provided that the addition of such different Payment Method
is subject to Treas. Reg. §1.409A-2(b) (subsequent deferral elections) and
Treas. Reg. §1.409A-3(j) (accelerated payments).  If the Participant did not elect Change of
Control as a Payment Event and a Change of Control occurs prior to receiving
the full balance of his or her Account, the remaining balance shall be paid to
the Participant in one lump sum as soon as reasonably practicable (but in no
event more than 30 days) after the Change of Control occurs.  If the Participant’s death, Disability, or
other termination of employment occurs on the date of a Change of Control, the
provisions of this subparagraph (d) shall be controlling such that Change
of Control shall be deemed to be the applicable Payment Event.


 


(e)                                  An unforeseeable emergency for purpose of
the Plan is an unanticipated emergency caused by an event beyond the control of
the Participant or the Participant’s beneficiary that would  result in severe financial hardship if
withdrawal is not permitted.  In the case
of a financial emergency the Participant may apply to the Committee in writing
for an accelerated payment.  Only that
portion of the Account necessary to meet the emergency, as determined by the
Committee, shall be paid.  The applicant
must supply all information necessary to make such a determination.  Notwithstanding anything in this paragraph (e) to
the contrary, an unforeseeable emergency shall not be considered to exist for
purposes of the Plan unless the financial emergency of the Participant
satisfies the requirements of Treas. Reg. §1.409A-3(i)(3).


 


4.                                       Designation of Beneficiary. 
Each Participant shall have the continuing right to designate a
beneficiary.  A Beneficiary Designation Form may
be submitted to the Committee (or its delegate) at any time.  A change in beneficiary may be made by
submitting a revised Beneficiary Designation Form to the Committee.  Consent of any person previously named is not
required.


 


ARTICLE
IV.  Administration


 


The
Plan shall be administered by the members of the United Stationers Supply Co.
Administrative Committee or such other committee appointed to administer the
Plan by the Human Resources Committee of the Board of Directors of United
Stationers Inc.  The Committee may adopt
such rules for carrying out the provisions and purposes of the Plan, as it
deems advisable.  The Committee’s
interpretations and determinations of any question arising under the Plan or
any such rule shall be conclusive if not inconsistent with the provision
and purposes of the Plan.  No member of
the Committee shall be liable for any action taken or omitted in connection
with the Plan unless attributable to his or her 


 


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own willful
misconduct or lack of good faith.  The
Committee may permit elections under the Plan to be made electronically and
references to Election Forms may mean records of electronic election forms.


 


ARTICLE
V.  Miscellaneous


 


1.                                       Transferability. 
The rights and interests of the Participants under the Plan may not be
transferred, assigned, pledged or encumbered except by will or by the laws of
descent and distribution.


 


2.                                       Binding Effect. 
The plan shall bind and inure to the benefit of the Company, its affiliates
and its successors by merger, consolidation, purchase or otherwise and the
Participant and his or her heirs and legal representatives.


 


3.                                       Status.  The Plan does
not confer upon the Participant any legal right to any specific amount of
compensation, or to continue in the employ of the Company, nor does it restrict
the right of the Participant to terminate his or her service.  Nothing in this Plan shall interfere with or
limit in any way the right of the Company to terminate or change a Participant’s
employment at any time nor confer upon any Participant any right to any
benefits not specifically provided by the Plan.


 


4.                                       Withholding. 
The Company shall deduct from any amounts being deferred or any payment
any amount required by law to be withheld.


 


5.                                       Other Compensation. 
The adoption of this Plan shall in no way be construed as limiting the
power of the Board to adopt any other compensation arrangements it deems
desirable.


 


6.                                       Special 409A Rules.


 


(a)                                  Notwithstanding any other provision of
the Plan to the contrary, if any payment hereunder is subject to section 409A
of the Code, if such payment is to be paid on account of the Participant’s
separation from service and if the Participant is a specified employee (within
the meaning of section 409A(a)(2)(B) of the Code), such payment shall be
delayed until the first day of the seventh month following the Participant’s
separation from service (or, if later, the date on which such payment is
otherwise to be paid under the Plan). 
Any payment which is to be made as of the first day of the seventh month
following separation from service shall be made no later than 30 days after
such date.


 


(b)                                 References in the Plan to the Participant’s termination of employment
(including references to the Participant’s employment termination, and to the
Participant terminating employment, a Participant’s separation from service,
and other similar reference) shall mean, respectively, the Participant ceasing
to be employed by the Company and all Related Companies, subject to the following:


 


(i)                                     The employment relationship will be
deemed to have ended at the time the Participant and the applicable company
reasonably anticipate that a level of bona fide services the Participant would
perform for the Company and Related Companies after such date would permanently
decrease to no more than 20% of the average level of bona fide services
performed over the immediately preceding 36 month period (or the full period of
service to the Company and Related Companies if the Participant has performed
services for the Company and Related Companies for less than 36 months).  In the absence of an expectation that the
Participant will perform at the above-described level, the date of termination
of employment will not be delayed solely by reason of the Participant
continuing to be on the Company’s and Related Companies’ payroll after such
date.


 


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(ii)                                  The employment relationship will be
treated as continuing intact while the Participant is on a bona fide leave of
absence (determined in accordance with Treas. Reg. §409A-1(h)).


 


(iii)                               The determination of a Participant’s
termination of employment by reason of a sale of assets, sale of stock,
spin-off, or other similar transaction of the Company or a Related Company will
be made in accordance with Treas. Reg. §1.409A-1(h).


 


7.                                       Entire Plan. 
The Plan and the forms mentioned herein constitute the entire agreement
between the Company and the Participant with respect hereto.


 


8.                                       Modification and Termination. 
The Board of Directors of United Stationers Supply Co. (“Board”) at any
time, subject to the requirements of section 409A of the Code,  may amend, modify, suspend, reinstate or
terminate this Plan in whole or in part or with respect to any Participants,
provided that such action shall not adversely affect the rights of any
Participants with respect to the amounts already deferred hereunder.


 


9.                                       Governing Law. 
This Plan shall be governed by the laws of the State of Illinois.  It is intended that the Plan complies with
the provisions of the Code and Treasury Regulations in effect at the time of
its adoption.  If such laws are later
construed in such way as to make this Plan void, or its deferral benefits no
longer available, then the Plan will be given effect in such manner as will
best carry out the purposes and intentions of the parties.


 


10.                                 Notices.  Any notice in
connection with the Plan shall be in written and delivered in person or by
registered or certified mail, return receipt requested. Date of delivery will
be the date personally delivered or the date on the return receipt, if
correctly addressed.


 


11.                                 Effective Date and Term. 
The Plan as amended and restated as of the Effective Date shall continue
until terminated by the Board.


 


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