Exhibit 10.34


 


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), 


 


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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 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 last day of the calendar month]
immediately preceding 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).(1)


 


(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 


 






(1)                                  Because the Permitted Event is termination from employment and not the
disability itself, the Plan need not define “Disability” as such term is
defined in section 409A.  The Plan did
not include a definition, however. Is “Disability” intended to have the same
meaning as under the Company’s long-term disability plan that covers the
Participant?


 


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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.


 


(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 


 


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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 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 


 


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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.


 


(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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