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Exhibit 10.51  


 
  EXECUTIVE EMPLOYMENT AGREEMENT    
    


THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement"), is made, entered into and effective as of December 16, 2005 (the
"Effective Date") by and among UNITED STATIONERS INC., a Delaware corporation (hereinafter, together with its successors, referred to as
"Holding"), UNITED STATIONERS SUPPLY CO., an Illinois corporation (hereinafter, together with its successors, referred to as the
"Company", and, together with Holding, the "Companies"), and Eric A. Blanchard (hereinafter referred to
as the "Executive"). 


WHEREAS,
the Companies have a need for executive management services; and 


WHEREAS,
the Executive is qualified and willing to render such services to the Companies; 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the parties agree as follows: 


        Section 1.    Definitions.    



        (a)   As
used in this Agreement, the following terms have the respective meanings set forth below: 



        "Accrued Benefits" means (i) all salary earned or accrued through the date the Executive's employment is terminated;
(ii) reimbursement for any and all monies advanced in connection with the Executive's employment for reasonable and necessary expenses incurred by the Executive through the date the Executive's
employment is terminated; (iii) all accrued and unpaid annual incentive compensation awards for the year immediately prior to the year in which the Executive's employment is terminated; and
(iv) all other payments and benefits payable on or after termination of employment to which the Executive is entitled at the date of termination under the terms of any applicable compensation
arrangement or benefit plan or program of the Company. "Accrued Benefits" shall not include any entitlement to severance pay or severance benefits under any Company severance policy or plan generally
applicable to the Company's salaried employees. 


        "Affiliate" shall have the meaning given such term in Rule 12b-2 of the Exchange Act. 


        "Board" shall mean, so long as Holding owns all of the outstanding Voting Securities (as hereinafter defined in the definition of Change
of Control) of the Company, the board of directors of Holding. In all other cases, Board means the board of directors of the Company. 


        "Cause" shall mean (i) conviction of, or plea of nolo contendere to, a felony
(excluding motor vehicle violations); (ii) theft or embezzlement, or attempted theft or embezzlement, of money or property or assets of the Company or any of its Affiliates;
(iii) illegal use of drugs; (iv) material breach of this Agreement or any employment-related undertakings provided in a writing signed by the Executive prior to or concurrently with this
Agreement; (v) commission of any act or acts of moral turpitude; (vi) gross negligence or willful misconduct in the performance of Executive's duties; (vii) breach of any
fiduciary duty owed to the Company, including, without limitation, engaging in competitive acts while employed by the Company; or (viii) the Executive's willful refusal to perform the assigned
duties for which the Executive is qualified as directed by the Executive's Supervising Officer (as hereinafter defined) or the Board; provided, that in the case of any event constituting Cause within
clauses (iv) through (viii) which is curable by the Executive, the Executive has been given written notice by the Companies of such event said to constitute Cause, describing such event
in reasonable detail, 









 





and
has not cured such action within thirty (30) days of such written notice as reasonably determined by the Chief Executive Officer. For purposes of this definition of Cause, action or
inaction by the Executive shall not be considered "willful" unless done or omitted by the Executive (A) intentionally or not in good faith and (B) without reasonable belief that the
Executive's action or inaction was in the best interests of the Companies, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness. 



        "Change of Control" shall mean (a) Any "Person" (having the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act
and used in Sections 13(d) and 14(d) thereof, including a "group" within the meaning of Section 13(d)(3)) has or acquires "Beneficial Ownership" (within the meaning of
Rule 13d-3 under the Exchange Act) of 30% or more of the combined voting power of Holding's then outstanding voting securities entitled to vote generally in the election of
directors ("Voting Securities"); provided, however, that the acquisition or holding of Voting Securities by (i) Holding of any of its
subsidiaries, (ii) an employee benefit plan (or a trust forming a part thereof) maintained by Holding or any of its subsidiaries, or (iii) any Person in which the Executive has a
substantial equity interest shall not constitute a Change of Control. Notwithstanding the foregoing, a Change of Control shall not be deemed to occur solely because any Person acquired Beneficial
Ownership of more than the permitted amount of Voting Securities as a result of the issuance of Voting Securities by Holding in exchange for assets (including equity interests) or funds with a fair
value equal to the fair value of the Voting Securities so issued; provided that if a Change of Control would occur (but for the operation of this sentence) as a result of the issuance of Voting
Securities by Holding, and after such issuance of Voting Securities by Holding, such Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the
Voting Securities Beneficially Owned by such Person to more than 50% of the Voting Securities of Holding, then a Change of Control shall occur; (b) At any time during a period of two
consecutive years, the individuals who at the beginning of such period constituted the Board (the "Incumbent Board") cease for any reason to constitute
more than 50% of the Board; provided, however, that if the election, or nomination for election by Holding's stockholders, of any new director was approved by a vote of more than 50% of the directors
then comprising the Incumbent Board, such new director shall, for purposes of this subsection (b), be considered as though such person were a member of the Incumbent Board; provided, further, however,
that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of (i) either an actual "Election Consent" (as described in
Rule 14a-11 promulgated under the Exchange Act) or other actual solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board (a
"Proxy Contest"), or (ii) by reason of an agreement intended to avoid or settle any actual or threatened Election Contest or Proxy Contest;
(c) Consummation of a merger, consolidation or reorganization or approval by Holding's stockholders of a liquidation or dissolution of Holding or the occurrence of a liquidation or dissolution
of Holding ("Business Combination"), unless, following such Business Combination: (1) the Persons with Beneficial Ownership of Holding,
immediately before such Business Combination, have Beneficial Ownership of more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the
election of directors of the corporation (or in the election of a comparable governing body of any other type of entity) resulting from such Business Combination (including, without limitation, an
entity which as a result of such transaction owns Holding or all or substantially all of Holding's assets either directly or through one or more subsidiaries) (the "Surviving
Company") in substantially the same proportions as their Beneficial Ownership of the Voting Securities immediately before such Business Combination, (2) the individuals
who were members of the Incumbent Board immediately prior to the execution of the initial agreement providing for such Business Combination constitute more than 50% of the members of the 




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board
of directors (or comparable governing body of a noncorporate entity) of the Surviving Company; and (3) no Person (other than Holding, any of its subsidiaries or any employee benefit plan
(or any trust forming a part thereof) maintained by Holding, the Surviving Company or any Person who immediately prior to such Business Combination had Beneficial Ownership of 30% or more of the then
Voting Securities) has Beneficial Ownership of 30% or more of the then combined voting power of the Surviving Company's then outstanding voting securities; provided, that
notwithstanding this clause (3), a Change of Control shall not be deemed to occur solely because any Person acquired Beneficial Ownership of more than 30% of Voting Securities as a result of
the issuance of Voting Securities by Holding in exchange for assets (including equity interests) or funds with a fair value equal to the fair value of the Voting Securities so issued; provided,
however that a Business Combination with a Person in which the Executive has a substantial equity interest shall not constitute a Change of Control, or (d) Approval by Holding's stockholders of
an agreement for the assignment, sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of Holding to any Person (other than a Person in which the Executive
has a substantial equity interest and other than a subsidiary of Holding or other entity, the Persons with Beneficial Ownership of which are the same Persons with Beneficial Ownership of Holding and
such Beneficial Ownership is in substantially the same proportions), or the occurrence of the same. Notwithstanding the foregoing, a Change of Control shall not be deemed to occur solely because any
Person acquired Beneficial Ownership of more than the permitted amount of Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting
Securities outstanding, increases the proportional number of shares Beneficially Owned by such Person; provided that if a Change of Control would occur (but for the operation of this sentence) as a
result of the acquisition of Voting Securities by the Company, and after such acquisition of Voting Securities by the Company, such Person becomes the Beneficial Owner of any additional Voting
Securities which increases the percentage of the Voting Securities Beneficially Owned by such Person, then a Change of Control shall occur. 


        "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. 


        "Good Reason" shall mean (i) any material breach by the Companies of this Agreement, (ii) any material reduction, without
the Executive's written consent, in the Executive's title, duties, responsibilities or authority; provided, however, that for purposes of this clause (ii), neither (A) a change in the
Executive's Supervising Officer or the number or identity of the Executive's direct reports, nor (B) a change in the Executive's title, duties, responsibilities or authority as a result of a
realignment or restructuring of the Companies' executive organizational chart nor (C) a change in the Executive's title, duties, responsibilities or authority as a result of a realignment or
restructuring of the Companies shall necessarily be deemed by itself to materially reduce Executive's title, duties, responsibilities or authority, as long as, in the case of either (A), (B) or
(C), Executive continues to report to either the Chief Executive Officer or Chief Operating Officer of the Companies or to the Supervising Officer to whom he reported immediately prior to the Change
of Control or a Supervising Officer of equivalent responsibility and authority, or (iii) without Executive's written consent: (A) a reduction in the Executive's Base Salary or a material
reduction determined on an aggregate basis in the level of executive benefits, perquisites and incentive opportunities, (B) the relocation of the Executive'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 




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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 Executive gives the Companies written notice within thirty (30) days after the occurrence of any of such events that the Executive believes that such event constitutes Good Reason,
and the Companies thereafter fail to cure any such event within sixty (60) days after receipt of such notice. 


        "Person" shall mean any natural person, firm, corporation, limited liability company, trust, partnership, limited or limited liability
partnership, business association, joint venture or other entity and, for purposes of the definition of Change of Control herein, shall comprise any "person", within the meaning of Sections 13(d) and
14(d) of the Exchange Act, including a "group" as therein defined. 


        "Subsidiary" shall mean, with respect to any Person, any other Person of which such first Person owns 20% or more of the economic interest
in such Person or owns or has the power to vote, directly or indirectly, securities representing 20%or more of the votes ordinarily entitled to be cast for the election of directors or other governing
Persons. 




        (b)   The
capitalized terms used in Section 5(j) have the respective meanings assigned to them in such Section and the following additional terms have the respective
meanings assigned to them in the Sections hereof set forth opposite them: 



	"Annual Bonus"	 	Section 4(b)
	"Base Salary"	 	Section 4(b)
	"Bonus Plan"	 	Section 4(b)
	"Confidential information or proprietary data"	 	Section 6(a)(2)
	"Customer"	 	Section 6(d)(2)
	"Disability"	 	Section 5(c)
	"Employment Period"	 	Section 2
	"Retirement"	 	Section 5(f)
	"Supervising Officer"	 	Section 3(a)
	"Term" and "Termination Date"	 	Section 2






        Section 2.    Term and Employment
Period.    Subject to Section 19 hereof, the term of this Agreement ("Term") shall
commence on the Effective Date of this Agreement and shall continue until the effective date of termination of the Executive's employment hereunder pursuant to Section 5 of this Agreement. The
period during which the Executive is employed by the Companies pursuant to this Agreement is referred to herein as the "Employment Period." The date on
which termination of the Executive's employment hereunder shall become effective is referred to herein as the "Termination Date." 


        Section 3.    Duties.    



        (a)   During
the Employment Period, the Executive (i) shall serve as Senior Vice President, General Counsel and Secretary, (ii) shall report directly to the
Chief Executive Officer (the "Supervising Officer"), (iii) shall, subject to and in accordance with the authority and direction of the Board
and/or the Supervising Officer have such authority and perform in a diligent and competent manner such duties as may be assigned to the Executive from time to time by the Board and/or the Supervising
Officer and (iv) shall devote the Executive's best efforts and such time, 



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attention,
knowledge and skill to the operation of the business and affairs of the Companies as shall be necessary to perform the Executive's duties. During the Employment Period, the Executive's
place of performance for the Executive's duties and responsibilities shall be at the Companies' corporate headquarters office, unless another principal place of performance is agreed in writing among
the parties and except for required travel by the Executive on the Companies' business or as may be reasonably required by the Companies. 


        (b)   Notwithstanding
the foregoing, it is understood during the Employment Period, subject to any conflict of interest policies of the Companies, the Executive may
(i) serve in any capacity with any civic, charitable, educational or professional organization provided that such service does not materially interfere with the Executive's duties and
responsibilities hereunder, (ii) make and manage personal investments of the Executive's choice, and (iii) with the prior consent of the Companies' Chief Executive Officer, which shall
not be unreasonably withheld, serve on the board of directors of one (1) for-profit business enterprise. 




        Section 4.    Compensation.    During
the Employment Period, the Executive shall be compensated as follows: 



        (a)   the
Executive shall receive, at such intervals and in accordance with such Company payroll policies as may be in effect from time to time, an annual salary (pro rata for
any partial year) equal to $280,000 ("Base Salary"). The Base Salary shall be reviewed by the Board from time to time and may, in the Board's sole
discretion, be increased when deemed appropriate by the Board; if so increased, it shall not thereafter be reduced (other than an across-the-board reduction applied in the same
percentage at the same time to all of the Companies' senior executives at the same grade level); 


        (b)   during
the Employment Period, the Executive shall be eligible to earn an annual incentive compensation award under the Companies' management incentive or bonus plan, or
a successor plan thereto, as shall be in effect from time to time (the "Bonus Plan"), subject to achievement of performance goals determined in
accordance with the terms of the Bonus Plan (such annual incentive compensation award, the "Annual Bonus"), with such Annual Bonus to be payable in a
cash lump sum at such time as bonuses are ordinarily paid to the Companies' senior executives at the same grade level; 


        (c)   the
Executive shall be reimbursed, at such intervals and in accordance with such Company policies as may be in effect from time to time, for any and all reasonable and
necessary business expenses incurred by the Executive for the benefit of the Companies, subject to documentation in accordance with the Companies' policies; 



        (d)   the
Executive shall be entitled to participate in all incentive, savings and retirement plans, stock option plans, practices, policies and programs applicable generally
to other senior executives of the Companies at the same grade level and as determined by the Board from time to time; 


        (e)   the
Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans,
practices, policies and programs provided by the Company to senior executives of the Companies at the same grade level (including, without limitation, medical, prescription, dental, disability, salary
continuance, employee life, group life, and accidental death and travel accident insurance plans and programs) to the extent applicable generally to other executives of the Companies at the same grade
level; 


        (f)    the
Executive shall be provided with an automobile allowance or a Company-leased automobile, in either case in accordance with the Companies' then applicable Executive
Automobile Policy; the Executive shall be entitled to not less than twenty (20) paid vacation days per calendar year (pro rata for any partial year); and 



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        (g)   the
Executive shall be entitled to participate in the Company's other executive fringe benefits and perquisites generally applicable to the Companies' senior executives
at the same grade level in accordance with the terms and conditions of such arrangements as are in effect from time to time. 




        Section 5.    Termination of
Employment.    



        (a)   All
Accrued Benefits to which the Executive (or the Executive's estate or beneficiary) is entitled shall be payable within thirty (30) days following termination
of the Employment Period, except as otherwise specifically provided herein or under the terms of any applicable policy, plan or program, in which case the payment terms of such policy, plan or program
shall be determinative. 


        (b)   Any
termination by the Companies, or by the Executive, of the Employment Period shall be communicated by written notice of such termination to the Executive, if such
notice is delivered by the Companies, and to the Companies, if such notice is delivered by the Executive, each in compliance with the requirements of Section 13 hereof. Except in the event of
termination of the Employment Period by reason of Cause or the Executive's death, the Termination Date shall be no earlier than thirty (30) days following the date on which notice of
termination is delivered by one party to the other in compliance with the requirements of Section 13 hereof. 


        (c)   If
the Employment Period is terminated by the Executive for Good Reason or by the Companies for any reason other than Cause or the Executive's permanent disability, as
defined in the Companies' Board-approved disability plan or policy as in effect from time to time ("Disability") and other than within two (2) years following a Change of Control, then, as the
Executive's exclusive right and remedy in respect of such termination: 



        (i)    the
Executive shall be entitled to receive from the Company the Executive's Accrued Benefits in accordance with Section 5(a); 


        (ii)    the
Executive shall be entitled to an amount equal to one and one-half (11/2) times the Executive's then existing Base Salary, to be paid in
such intervals and at such times in accordance with the Company's payroll practices in effect from time to time over the eighteen (18) month period following the Termination Date; 



        (iii)   the
Executive shall be entitled to a payment in an amount equal to one and one-half (11/2) times the actual incentive compensation award
which would otherwise be payable for the calendar year during which the Termination Date occurs, to be paid at such time as the incentive award would otherwise be paid in accordance with the Company's
policies (for purposes of determining such award, any discretionary individual performance component shall be deemed to be at the same achievement level as in the year preceding the Termination Date
or, if not included in the such year's incentive award components, at target); 


        (iv)   the
Executive shall continue to be covered, upon the same terms and conditions described in Section 4(e) hereof, by the same or equivalent medical, dental,
hospitalization, life and disability insurance plans, programs and/or arrangements as in effect for the Executive immediately prior to the Termination Date until the earlier of: (A) the
eighteen (18) month anniversary following the date of the Executive's Termination Date, and (B) the date the Executive receives substantially equivalent coverage under the plans,
programs and/or arrangements of a subsequent employer; 


        (v)   the
Executive shall be entitled to receive executive level career transition assistance services provided by a career transition assistance firm selected by the
Executive and paid for by the Companies in an amount not to exceed ten percent (10%) of the sum of the Executive's then existing Base Salary. The Executive shall not be eligible to receive cash in
lieu of executive level career transition assistance services. 




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        (d)   If
during the Employment Period, a Change of Control occurs and the Employment Period is terminated by the Companies for any reason other than Cause or Disability or by
the Executive for Good Reason within two (2) years from the date of such Change of Control, then: 



        (i)    the
Executive shall be entitled to receive from the Company the Executive's Accrued Benefits in accordance with Section 5(a); 


        (ii)    the
Executive shall be entitled to a lump-sum payment in an amount equal to two (2) times the Executive's then existing Base Salary, to be paid
within thirty (30) days following the Termination Date; 


        (iii)   the
Executive shall be entitled to a lump-sum payment in an amount equal to two (2) times the Executive's target incentive compensation award for
the calendar year during which the Termination Date occurs, to be paid within thirty (30) days following the Termination Date; 



        (iv)   the
Executive shall be entitled to a lump-sum payment to be paid within thirty (30) days following the Termination Date in an amount equal to the
pro-rata target incentive compensation award for the calendar year during which the Termination Date occurs. Such pro-rata target incentive compensation award shall be
determined by multiplying the target incentive compensation award amount by a fraction, the numerator of which is the number of days in the calendar year of the Termination Date elapsed prior to the
Termination Date and the denominator of which is three hundred and sixty-five (365). 


        (v)   the
Executive shall continue to be covered, upon the same terms and conditions described in Section 4(e) hereof, by the same or equivalent medical, dental,
hospitalization, life and disability insurance plans, programs and/or arrangements as in effect for the Executive immediately prior to the Change of Control until the earlier of: (A) the second
anniversary following the date of the Executive's Termination Date, and (B) the date the Executive receives substantially equivalent coverage under the plans, programs and/or arrangements of a
subsequent employer; 


        (vi)   the
Executive shall receive two (2) additional years of credit for purposes of age, benefit service and vesting under the Company's defined benefit retirement
plan; 


        (vii)  if
the Executive's outstanding stock options have not by then fully vested pursuant to the terms of the Companies' applicable stock option plan(s) and applicable
option agreement(s), then to the extent permitted in the Companies' applicable stock option plan(s) and as provided in the applicable stock option agreement(s), the Executive shall continue to vest in
the Executive's unvested stock options following the Termination Date; 


        (viii) the
Executive shall be entitled to receive executive level career transition assistance services provided by a career transition assistance firm selected by the
Executive and paid for by the Companies in an amount not to exceed ten percent (10%) of the sum of the Executive's then existing Base Salary. The Executive shall not be eligible to receive cash in
lieu of executive level career transition assistance services; and 



        (ix)   the
Executive shall be entitled to be reimbursed by the Companies on an as incurred basis for the Executive's reasonable attorneys' fees, costs and expenses incurred in
conjunction with any dispute regarding Section 5(d). 




        (e)   Any
amounts payable pursuant to Sections 5(c) and 5(d) above shall be considered severance payments and, except for the Executive's vested benefits under the Companies'
employee benefit plans (other than severance plans), shall be in full and complete satisfaction of the obligations of the Companies to the Executive in connection with the termination of the
Executive's employment. The Company shall deliver a Form 1099 to the Executive reflecting such payments. 



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        (f)    If
the Employment Period is terminated as a result of the Executive's death, Disability or retirement, as defined in the Companies' Board-approved retirement plan or
policy, as in effect from time to time ("Retirement"), then the Executive shall be entitled to (i) the Executive's Accrued Benefits in accordance with Section 5(a), (ii) any
benefits that may be payable to the Executive under any applicable Board-approved disability, life insurance or retirement plan or policy in accordance with the terms of such plan or policy, and
(iii) a lump sum payment to be paid within thirty (30) days following the Termination Date in an amount equal to the pro-rata target incentive compensation award for the
calendar year during which the Termination Date occurs by reason of the Executive's death, Disability or Retirement. Such pro-rata target incentive compensation award shall be determined
by multiplying the target incentive compensation award amount by a fraction, the numerator of which is the number of days in the calendar year of the Termination Date elapsed prior to the Termination
Date and the denominator of which is three hundred and sixty-five (365). 


        (g)   Notwithstanding
anything else contained herein, if the Executive terminates his employment for any reason other than Good Reason, Disability or Retirement, or the
Companies terminate the Executive's employment for Cause, all of the Executive's rights to payment from the Companies (including pursuant to any plan or policy of the Companies) shall terminate
immediately, except the right to payment for Accrued Benefits in respect of periods prior to such termination. 


        (h)   Notwithstanding
anything to the contrary contained in this Section 5, the Executive shall be required to execute the Companies' then current standard release
agreement as a condition to receiving any of the payments and benefits provided for in Sections 5(c) and (d), excluding the Accrued Benefits in accordance with Section 5(a). It is acknowledged
and agreed that the then current standard release agreement shall not diminish or terminate the Executive's rights under this Agreement. 



        (i)    In
the event of a termination of the Executive's employment entitling the Executive to benefits under Section 5(c) above, the Executive shall use reasonable
efforts to obtain employment suitable to his education, training and experience, and, upon obtaining any such other employment shall promptly notify the Companies thereof. The remaining obligation of
the Companies under Section 5(c) shall be offset by any compensation earned by the Executive from such other employment during the eighteenth month period commencing on his Termination Date.
Except as set forth in the first sentence of this Section 5(i) and subject to the Executive's affirmative obligations pursuant to Section 6, the Executive shall be under no
obligation to seek other employment or otherwise mitigate the obligations of the Companies under this Agreement. 



        (j)    If
it shall be determined that any payment or distribution of any type to or in respect of the Executive made directly or indirectly, by the Companies or by any other
party in connection with a Change of Control, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Total
Payments"), is or will be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the
"Code"), or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively
referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up
Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes) imposed upon the
Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments. 



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        (i)    All
computations and determinations relevant to Section 5(j) and this subsection 5(j)(i) shall be made by a national accounting firm selected and
reimbursed by the Companies from among the ten (10) largest accounting firms in the United States as determined by gross revenues (the "Accounting
Firm"), subject to the Executive's consent (not to be unreasonably withheld), which firm may be the Companies' accountants. Such determinations shall include whether any of the
Total Payments are "parachute payments" (within the meaning of Section 280G of the Code). In making the initial determination hereunder as to whether a Gross-Up Payment is required,
the Accounting Firm shall determine that no Gross-Up Payment is required if the Accounting Firm is able to conclude that no "Change of Control" has occurred (within the meaning of
Section 280G of the Code). If the Accounting Firm determines that a Gross-Up Payment is required, the Accounting Firm shall provide its determination (the
"Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matter
both to the Companies and the Executive by no later than thirty (30) days following the Termination Date, if applicable, or such earlier time as is requested by the Companies or the Executive
(if the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall
furnish the Executive and the Companies with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Executive has
substantial authority not to report any Excise Tax on Executive's federal income tax return. 



        (ii)    If
a Gross-Up Payment is determined to be payable, it shall be paid to the Executive within twenty (20) days after the Determination (and all
accompanying calculations and other material supporting the Determination) is delivered to the Companies by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon the
Companies and the Executive, absent manifest error. 


        (iii)   As
a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is
possible that Gross-Up Payments not made by the Companies should have been made ("Underpayment"), or that Gross-Up Payments will
have been made by the Companies which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount
of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment (together with an amount which after payment of all taxes thereon is equal to any
interest and penalties payable by the Executive as a result of such Underpayment) shall be promptly paid by the Companies to or for the benefit of the Executive. 


        (iv)   In
the case of an Overpayment, the Executive shall, at the direction and expense of the Companies, take such steps as are reasonably necessary (including the filing of
returns and claims for refund), follow reasonable instructions from, and procedures established by, the Companies, and otherwise reasonably cooperate with the Companies to correct such Overpayment,
provided, however, that the Executive shall not in any event be obligated to return to the Companies an amount greater than the portion of the Overpayment that Executive has retained after payment of
all taxes thereon or has recovered as a refund from the applicable taxing authorities. 




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        (v)   The
Executive shall notify the Companies in writing of any claim by the Internal Revenue Service relating to the possible application of the Excise Tax under
Section 4999 of the Code to any of the payments and amounts referred to herein and shall afford the Companies, at their expense, the opportunity to control the defense of such claim (for the
sake of clarity, if the Internal Revenue Service is successful in any such claim or the Executive reaches a final settlement with the Internal Revenue Service with respect to such claim (after having
afforded the Companies, at their expense, the opportunity to control the defense of such claim), the amount of the Excise Tax resulting from such successful claim or settlement shall be determinative
as to whether or not there has been an Underpayment or an Overpayment for purposes of subsection 5(j)(iii). 


        (vi)   Without
limiting the intent of this Section 5(j) to make the Executive whole, on an after-tax basis, from the application of the Excise Taxes, all
determinations by the Accounting Firm shall be made with a view to minimizing the application of Sections 280G and 4999 of the Code of any of the Total Payments, subject, however, to the following:
the Accounting Firm shall make its determination on the basis of "substantial authority" (within the meaning of Section 6230 of the Code) and shall provide opinions to that effect to both the
Companies and the Executive upon the request of either of them. 





        Section 6.    Further Obligations of the
Executive.    



        (a)   (1)
During and following the Executive's employment by the Companies, the Executive shall not, directly or indirectly, disclose, disseminate, make available or use any
confidential information or proprietary data of the Companies or any of their Subsidiaries, except as reasonably necessary or appropriate for the Executive to perform the Executive's duties for the
Companies, or as authorized in writing by the Board or as required by any court or administrative agency (and then only after prompt notice to the Companies to permit the Companies to seek a
protective order). 


              (2)
For purposes of this Agreement, "confidential information or proprietary data" means information and data
prepared, compiled, or acquired by or for the Executive during or in connection with the Executive's employment by the Companies (including, without limitation, information belonging to or provided in
confidence by any Customer, Supplier, trading partner or other Person to which the Executive had access by reason of Executive's employment with the Companies) which is not generally known to the
public or which could be harmful to the Companies or their Subsidiaries if disclosed to Persons outside of the Companies. Such confidential information or proprietary data may exist in any form,
tangible or intangible, or media (including any information technology-related or electronic media) and includes, but is not limited to, the following information of or relating to the Companies or
any of their Subsidiaries, Customers or Suppliers: 




        (i)    Business,
financial and strategic information, such as sales and earnings information and trends, material, overhead and other costs, profit margins, accounting
information, banking and financing information, pricing policies, capital expenditure/investment plans and budgets, forecasts, strategies, plans and prospects. 



        (ii)    Organizational
and operational information, such as personnel and salary data, information concerning the utilization or capabilities of personnel, facilities or
equipment, logistics management techniques, methodologies and systems, methods of operation data and facilities plans. 


        (iii)   Advertising,
marketing and sales information, such as marketing and advertising data, plans, programs, techniques, strategies, results and budgets, pricing and volume
strategies, catalog, licensing or other agreements or arrangements, and market research and forecasts and marketing and sales training and development courses, aids, techniques, instruction and
materials. 





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        (iv)   Product
and merchandising information, such as information concerning offered or proposed products or services and the sourcing of the same, product or services
specifications, data, drawings, designs, performance characteristics, features, capabilities and plans and development and delivery schedules. 


        (v)   Information
about existing or prospective Customers or Suppliers, such as Customer and Supplier lists and contact information, Customer preference data, purchasing
habits, authority levels and business methodologies, sales history, pricing and rebate levels, credit information and contracts. 


        (vi)   Technical
information, such as information regarding plant and equipment organization, performance and design, information technology and logistics systems and related
designs, integration, capabilities, performance and plans, computer hardware and software, research and development objectives, budgets and results, intellectual property applications, and other
design and performance data. 





        (b)   All
records, files, documents and materials, in whatever form and media, relating to the Companies' or any of their Subsidiaries' business (including, but not limited
to, those containing or reflecting any confidential information or proprietary data) which the Executive prepares, uses, or comes into contact with, including the originals and all copies thereof and
extracts and derivatives therefrom, shall be and remain the sole property of the Companies or their Subsidiaries. Upon termination of the Executive's Employment Period for any reason, the Executive
shall immediately return all such records, files, documents, materials and other property of the Companies and their Subsidiaries in the Executive's possession, custody or control, in good condition,
to the Companies. 


        (c)   The
Companies maintain, and Executive acknowledges and agrees, the Companies have and will entrust Executive with proprietary information, strategies, knowledge,
customer relationships and know-how which would be detrimental to the Companies' interest in protecting relationships with Customers and/or Suppliers if Executive were to provide services
or otherwise participate in the operation of a competitor of the Company. Therefore, during (i) the Executive's employment by the Companies and (ii) the eighteen (18) month period
following the end of the Executive's Employment Period, the Executive shall not in any capacity (whether as an owner, employee, consultant or otherwise), at any time perform, manage, supervise, or be
responsible or accountable for anyone else who is performing services—which are the same as, substantially similar or related to the services the Executive is providing, or during the last
two years of the Executive's employment by the Companies has provided, for the Companies or their Subsidiaries—for, or on behalf of, any other Person who or which is (1) a
wholesaler of office products, including traditional office products, computer consumable products, office furniture, janitorial and/or sanitation products, food service paper/non-food
products, audio/visual and business machines or such other products whether or not related to the foregoing provided by the Companies or their Subsidiaries during the last twelve (12) months of
the Executive's Employment Period, (2) a provider of services the same as or substantially similar to those provided by the Companies or their Subsidiaries during the last twelve
(12) months of the Executive's Employment Period, or (3) engaged in a line of business other than described in (1) or (2) hereinabove which is the same or substantially
similar to the lines of business engaged in by the Companies or their Subsidiaries, or to any line of business which to the Executive's knowledge is under active consideration or planning by the
Companies and their Subsidiaries, during the last twelve (12) months of the Executive's Employment Period,. 



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        (d)   (1)
During (i) the Executive's employment by the Companies and (ii) the eighteen (18) month period following the end of the Executive's Employment
Period, the Executive shall not at any time, directly or indirectly, solicit any Customer for or on behalf of any Person other than the Companies or any of their Subsidiaries with respect to the
purchase of (A) office products, including traditional office products, computer consumable products, office furniture, janitorial and/or sanitation products, food service
paper/non-food products, audio/visual and business machines, or such other products whether or not related to the foregoing provided by the Companies or their Subsidiaries to such Customer
and/or Vendor during the last twelve (12) months of the Executive's Employment Period, (B) services the same as or substantially similar to those provided by the Companies or their
Subsidiaries to such Customer during the last twelve (12) months of the Executive's Employment Period or (C) products or services from a line of business other than as described in
(A) or (B) herein which are the same or substantially similar to the products and services provided to such Customer from a line of business engaged in by the Companies or their
Subsidiaries during the last twelve (12) months of the Executive's Employment Period. Without limiting the foregoing, (i) during the Executive's employment by the Companies and
(ii) insofar as the Executive may be employed by, or acting for or on behalf of, a Supplier at any time within the eighteen (18) month period following the end of the Executive's
Employment Period, the Executive shall not at any time, directly or indirectly, solicit any Customer to switch the purchase of the products or services described hereinabove from the Companies or
their Subsidiaries to Supplier. 



        (2)   For
purposes of this Agreement, a "Customer" is any Person who or which has ordered or purchased by or from the Companies
or any of their Subsidiaries (A) office products, including traditional office products, computer consumable products, office furniture, janitorial and/or sanitation products, food service
paper/non-food products, audio/visual and business machines or such other products whether or not related to the foregoing, (B) services provided by or from the Companies or any of
their Subsidiaries or (C) products or services from a line of business other than as described in (A) or (B) herein which are the same or substantially similar to the products and
services from a line of business engaged in by the Companies or their Subsidiaries during the last twelve (12) months of the Executive's Employment Period. For purposes of this Agreement, a
"Supplier" is any Person who or which has furnished to the Companies or their Subsidiaries for resale (A) office products, including traditional
office products, computer consumable products, office furniture, janitorial and/or sanitation products, food service paper/non-food products, audio/visual and business machines or such
other products whether or nor related to the foregoing (B) services provided by or from the Companies or any of their Subsidiaries or (C) products or services from a line of business
other than as described in (A) or (B) herein which are the same or substantially similar to the products and services from a line of business engaged in by the Companies or their
Subsidiaries during the last twelve (12) months of the Executive's Employment Period. 




        (e)   During
the Executive's employment by the Companies and during the twenty-four (24) month period following the end of the Executive's Employment
Period, the Executive shall not at any time, directly or indirectly, induce or solicit any employee of the Companies or any of their Subsidiaries for the purpose of causing such employee to terminate
his or her employment with the Companies or such Subsidiary. 



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        (f)    The
Executive shall not, directly or indirectly, make or cause to be made (and shall prohibit the officers, directors, employees, agents and representatives of any
Person controlled by Executive not to make or cause to be made) any disparaging, derogatory, misleading or false statement, whether orally or in writing, to any Person, including members of the
investment community, press, and customers, competitors and advisors to the Companies, about the Companies, their respective parents, Subsidiaries or Affiliates, their respective officers or members
of their boards of directors, or the business strategy or plans, policies, practices or operations of the Companies, or of their respective parents, Subsidiaries or Affiliates. 


        (g)   If
any court determines that any portion of this Section 6 is invalid or unenforceable, the remainder of this Section 6 shall not thereby be affected and
shall be given full effect without regard to the invalid provision. If any court construes any of the provisions of Section 6(c), 6(d), 6(e) or 6(f) above, or any part thereof, to be
unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced. 



        (h)   During
the Executive's Employment Period and during the eighteen (18) month period following the end of Executive's Employment Period, the Executive agrees that,
prior to accepting employment with a Customer or Supplier of the Companies, the Executive will give notice to the Chief Executive Officer of the Companies. The Companies reserve the right to make such
Customer or Supplier aware of the Executive's obligations under Section 6 of this Agreement. 


        (i)    During
and following Executive's Employment Period, the Executive shall furnish a copy of this Section 6 in its entirety to any prospective employer prior to
accepting employment with such prospective employer. 


        (j)    The
Executive hereby acknowledges and agrees that damages will not be an adequate remedy for the Executive's breach of any provision of this Section 6, and
further agrees that the Companies shall be entitled to obtain appropriate injunctive and/or other equitable relief for any such breach, without the posting of any bond or other security, in addition
to all other legal remedies to which the Companies may be entitled. 




        Section 7.    Successors.    The
Companies may assign their rights under this Agreement to any successor to all or substantially all the assets of the Companies, by merger or otherwise, and may assign or encumber this Agreement and
its rights hereunder as security for indebtedness of the Companies. Any such assignment by the Companies shall remain subject to the Executive's rights under Section 5 hereof. The rights of the
Executive under this Agreement may not be assigned or encumbered by the Executive, voluntarily or involuntarily, during the Executive's lifetime, and any such purported assignment shall be void  ab initio. Notwithstanding the foregoing, all rights of the Executive under this Agreement shall inure to the benefit of and be enforceable by the
Executive's personal or legal representatives, estates, executors, administrators, heirs and beneficiaries. All amounts payable to the Executive hereunder shall be paid, in the event of the
Executive's death, to the Executive's estate, heirs or representatives. 


        Section 8.    Third Parties.    Except
for the rights granted to the Companies and their Subsidiaries pursuant hereto (including, without limitation, pursuant to Section 6 hereof) and except as expressly set forth or referred to
herein, nothing herein expressed or implied is intended or shall be construed to confer upon or give any person other than the parties hereto and their successors and permitted assigns any rights or
remedies under or by reason of this Agreement. 


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        Section 9.    Enforcement.    The
provisions of this Agreement shall be regarded as divisible and, if any of said provisions or any part or application thereof is declared invalid or unenforceable by a court of competent jurisdiction,
the same shall not affect the other provisions hereof, other parts or applications thereof or the whole of this Agreement, but such provision shall be deemed modified to the extent necessary to render
such provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the
parties herein set forth. 


        Section 10.    Amendment.    This
Agreement may not be amended or modified at any time except by a written instrument approved by the Board, and executed by the Companies and the Executive;  provided, however, that any attempted amendment or modification without such approval and execution
shall be null and void ab initio and of no effect. 


        Section 11.    Payment and
Withholding.    The Company shall be responsible as employer for payment of all cash compensation and severance payments provided herein and
Holding shall cause the Company to make such payments. The Executive shall not be entitled to receive any additional compensation from either of the Companies for any services the Executive provides
to Holding or the Companies' Subsidiaries. The Company shall be entitled to withhold from any amounts to be paid to the Executive hereunder any federal, state, local, or foreign withholding or other
taxes or charges which it is from time to time required to withhold. The Company shall be entitled to rely on an opinion of counsel if any question as to the amount or requirement of any such
withholding shall arise. 


        Section 12.    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 Illinois, without regard to principles of conflicts of law of Illinois
or any other jurisdiction. 


        Section 13.    Notice.    Notices given
pursuant to this Agreement shall be in writing and shall be deemed given when received and, if mailed, shall be mailed by United States registered or certified mail, return receipt requested,
addressee only, postage prepaid: 




If
to the Companies: 



United
Stationers Inc.

United Stationers Supply Co.

2200 E. Golf Road

Des Plaines, IL 60016-1267

Attention: General Counsel 


If to the Executive: 


Eric
A. Blanchard

45 Cristofori Circle

Orono, MN 55359 





or
to such other address as the party to be notified shall have given to the other in accordance with the notice provisions set forth in this Section 13. 


        Section 14.    No Waiver.    No waiver
by either party at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by the other party shall be deemed a waiver of similar
or dissimilar provisions or conditions at any time. 


        Section 15.    Headings.    The
headings contained herein are for reference only and shall not affect the meaning or interpretation of any provision of this Agreement. 


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        Section 16.    Indemnification.    The
provisions set forth in the Indemnification Agreement appended hereto as Attachment A are hereby incorporated into this Agreement and made a part
hereof. The parties shall execute the Indemnification Agreement contemporaneously with the execution of this Agreement. 


        Section 17.    Execution in
Counterparts.    This Agreement, including the Indemnification Agreement, may be executed in any number of counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument. 


        Section 18.    Arbitration.    Any
dispute, controversy or question arising under, out of, or relating to this Agreement (or the breach thereof), or, the Executive's employment with the Companies or termination thereof, shall be
referred for arbitration in Chicago, Illinois to a neutral arbitrator selected by the Executive and the Companies (or if the parties are unable to agree on selection of such an arbitrator, one
selected by the American Arbitration Association pursuant to its rules referred to below) and this shall be the exclusive and sole means for resolving such dispute. Such arbitration shall be conducted
in accordance with the National Rules for Resolution of Employment Disputes of the American Arbitration Association. Except as provided in Section 5(d)(ix) above, the arbitrator shall
have the discretion to award reasonable attorneys' fees, costs and expenses to the prevailing party. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction
thereof. Nothing in this Section 18 shall be construed so as to deny the Companies the right and power to seek and obtain injunctive relief in a court of equity for any breach or threatened
breach by the Executive of any of the Executive's covenants in Section 6 hereof. Moreover, this Section 18 and Section 12 hereof shall not be applicable to any dispute,
controversy or question arising under, out of, or relating to the Indemnification Agreement. 


        Section 19.    Survival.    Notwithstanding
the stated Term of this Agreement, the provisions of this Agreement necessary to carry out the intention of the parties as expressed herein, including without limitation those in Sections 5, 6, 7, 16
and 18, shall survive the termination or expiration of this Agreement. 



        Section 20.    Construction.    The
parties acknowledge that this Agreement is the result of arm's-length negotiations between sophisticated parties each afforded representation by legal counsel. Each and every provision of this
Agreement shall be construed as though both parties participated equally in the drafting of same, and any rule of construction that a document shall be construed against the drafting party shall not
be applicable to this Agreement. 


        Section 21.    Free to Contract.    The
Executive represents and warrants to the Companies that the Executive is able freely to accept employment by the Companies as described in this Agreement and that there are no existing agreements,
arrangements or understandings, written or oral, that would prevent the Executive from entering into this Agreement, would prevent or restrict the Executive in any way from rendering services to the
Companies as provided herein during the Employment Period or would be breached by the future performance by the Executive of the Executive's duties and responsibilities hereunder. 


        Section 22.    Entire
Agreement.    This Agreement, including the Indemnification Agreement and any other written undertakings by the Executive referred to herein,
supersedes all other agreements, arrangements or understandings (whether written or oral) between the Companies and the Executive with respect to the subject matter of this Agreement and the
Executive's employment relationship with the Companies and any of their Subsidiaries, and this Agreement contains the sole and entire agreement among the parties hereto with respect to the subject
matter hereof. 


*
* * 


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IN
WITNESS WHEREOF, the parties have executed this Agreement in one or more counterparts, each of which shall be deemed one and the same instrument, as of the day and year first written above. 



	EXECUTED ON:	 	UNITED STATIONERS INC.
	

             
	

, 2005	
 	

By:	

  

	 	 	 	 	Name: Richard W. Gochnauer

Title: President and Chief Executive Officer
	

EXECUTED ON:	
 	

UNITED STATIONERS SUPPLY CO.
	

             
	

, 2005	
 	

By:	

  

	 	 	 	 	Name: Richard W. Gochnauer

Title: President and Chief Executive Officer
	

EXECUTED ON:	
 	

EXECUTIVE:
	

             
	

, 2005	
 	

  
            Eric A. Blanchard




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