Exhibit 10.33


 


The United
Stationers Inc.

Nonemployee Directors’ Deferred

Stock Compensation Plan


 


ARTICLE I


 


INTRODUCTION


 


I.1            Establishment. United Stationers, Inc.
(the “Company”) hereby establishes the United Stationers Inc. Nonemployee
Directors’ Deferred Stock Compensation Plan (the “Plan”) for those directors of
the Company who are not employees of the Company or any of its subsidiaries or
affiliates. The Plan allows Nonemployee Directors to defer the receipt of cash
compensation and to receive such deferred compensation in the form of Shares of
Common Stock of the Company.  It is
intended that the provisions of the Plan conform to the requirements of section
409A of the Code (as defined below) 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.


 


I.2            Purpose. The Plan is intended to
advance the interests of the Company and its Stockholders by providing a means
to attract and retain qualified persons to serve as Nonemployee Directors and
to promote ownership by Nonemployee Directors of a greater proprietary interest
in the Company, thereby aligning such Directors’ interests more closely with
the interests of Stockholders of the Company.


 


I.3            Effective Date. The Plan first became
effective as of the date on which the Plan was adopted by the Board of
Directors and was subsequently approved by a vote of the stockholders of the
Company at the next following Annual Meeting. 
This Plan is an amendment and restatement as of January 1, 2009 (“Effective
Date”).


 


ARTICLE II


 


DEFINITIONS


 


II.1          “Annual Meeting” means the Annual Meeting
of Stockholders of the Company.


 


II.2          “Board” means the Board of Directors of
the Company.


 


II.3          “Code” means the Internal Revenue Code of
1986, as amended.


 


II.4          “Committee” means the Board or a committee
appointed to administer the Plan under Article IV.


 


II.5          “Company” means United Stationers, Inc.,
a Delaware corporation, or any successor thereto.


 


Effective 12/16/2008


 

















 


 


II.6          “Deferral Date” means the date Fees would
otherwise have been paid to the Participant.


 


II.7          “Deferral Election” means a written
election to defer Fees under the Plan.


 


II.8          “Director” means any individual who is a
member of the Board.


 


II.9          “Fair Market Value” means the closing
price for the Shares reported on a consolidated basis on the NASDAQ National
Market on the relevant date or, if there were no sales on such date, the
closing price on the nearest preceding date on which sales occurred.


 


II.10        “Fees” means all or part of any retainer
or meeting fees payable in cash to a Nonemployee Director in his or her
capacity as a Director. Fees shall not include any expenses paid directly or
through reimbursement.


 


II.11        “Nonemployee Director” means a Director
who is not, as of the date of an Annual Meeting, an employee of the Company or
any of its subsidiaries or affiliates. For purposes of the Plan, an employee is
an individual whose wages are subject to the withholding of federal income tax
under section 3401 of the Code.


 


II.12        “Participant” means a Nonemployee Director
who defers Fees under Article VI of the Plan.


 


II.13        “Secretary” means the Secretary or any
Assistant Secretary of the Company.


 


II.14        “Shares” means shares of the Common Stock
of the Company, par value $.10 per share.


 


II.15        “Stock Units” means the credits to a
Participant’s Stock Unit Account under Article VI of the Plan, each of
which represents the right to receive one Share upon settlement of the Stock
Unit Account.


 


II.16        “Stock Unit Account” means the bookkeeping
account established by the Company pursuant to Section VI.5.


 


II.17        “Termination of Service,”
and references to a Nonemployee Director’s termination as a Director
(including separation from service and other similar references), means
termination of service as a Director for any reason, subject to the following:


 


(i)            The
Director relationship or employment relationship will be deemed to have ended
at the time the Nonemployee Director and the Company reasonably anticipate that
a level of bona fide services the Nonemployee Director would perform for the
Company and, if applicable, the Affiliates 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 the Affiliates if the Nonemployee Director has
performed services for the Company and the Affiliates for less than 36 months).  In the absence of an expectation that the
Nonemployee Director will perform at the above-described level, the date of
termination 


 

















 


as a Director or termination of employment will not be delayed solely
by reason of the Nonemployee Director continuing to be on the Company’s and the
Affiliates’ payroll after such date.


 


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


 


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


 


(iv)          If a Nonemployee Director performs
services both as an employee of the Company or an Affiliate, and a member of
the Board of the Company or an Affiliate, the determination of whether
termination of employment or termination of service as a Director shall be made
in accordance with Treas. Reg. §1.409A-1(h)(5) (relating to dual status
service providers).


 


(v)           For purposes of this Section II.17,
the term “Affiliates” means all persons with whom the Company is considered to
be a single employer under Code section 414(b) and all persons with whom
the Company would be considered a single employer under Code section 414(c) thereof.


 


ARTICLE III


 


SHARES AVAILABLE
UNDER THE PLAN


 


Subject to
adjustment as provided in Article X, and except as otherwise provided in
this Article III, the maximum number of Shares that may be distributed in
settlement of Stock Unit Accounts under the Plan shall be 50,000. Such Shares
may include authorized but unissued Shares, Treasury Shares or Shares that have
been reacquired by the Company.  Shares to be distributed in settlement
of Stock Unit Accounts under the Plan may be Shares issued pursuant to Section 5.5
of the United Stationers Inc. 2004 Long-Term Incentive Plan, and any such
Shares so distributed shall not count against the 50,000 share limit provided
above.


 


ARTICLE IV


 


ADMINISTRATION


 


The Plan shall
be administered by the Board or such other committee as may be designated by
the Board. The Committee shall have the authority to make all determinations it
deems necessary or advisable for administering the Plan, subject to the express
provisions of the Plan. Notwithstanding the foregoing, no Director who is a
Participant under the Plan shall participate in any determination relating solely
or primarily to his or her own Shares, Stock Units or Stock Unit Account.


 

















 


ARTICLE V


 


ELIGIBILITY


 


Each person
who is a Nonemployee Director on a Deferral Date shall be eligible to defer
Fees payable on such date in accordance with Article VI of the Plan. If
any Nonemployee Director subsequently becomes an employee of the Company or any
of its subsidiaries, but does not incur a Termination of Service, such Director
shall continue as a Participant with respect to Fees previously deferred, but
shall cease eligibility with respect to all future Fees, if any, earned while
an employee.


 


ARTICLE VI


 


DEFERRAL ELECTIONS
IN LIEU OF CASH PAYMENTS


 


VI.1         General Rule.  Each Nonemployee Director may, in lieu of
receipt of Fees, defer any or all of such Fees in accordance with this Article VI,
provided that such Nonemployee Director is eligible under Article V of the
Plan to defer such Fees at the date any such Fees are otherwise payable. A
Director may elect to defer a percentage (of not less than 50% and in 5% increments
up to 100%) of his or her Fees.


 


VI.2         Timing of Election.  A Nonemployee Director may make a Deferral
Election within 30 days after the date he first becomes eligible to participate
in the Plan. A Nonemployee Director who does not make a Deferral Election when
first eligible to do so may make a Deferral Election at any time before the
first day of any subsequent calendar year. 
For the period commencing on the Effective Date, the Nonemployee
Director must make the election or reelect to defer amounts under the Plan before
the Effective Date.


 


VI.3         Effect and Duration of Election.  A Deferral Election shall apply to
services performed and Fees payable after the date such election is made and
shall be deemed to be continuing and applicable to all services performed and
Fees payable in subsequent calendar years, unless the Participant revokes or
modifies such election by filing a new election form before the first day of
any subsequent calendar year, effective for all services performed and Fees
payable on and after the first day of such calendar year.


 


VI.4         Form of Election.  A Deferral Election shall be made in a
manner satisfactory to the Committee. Generally, a Deferral Election shall be
made by completing and filing the specified election form with the Secretary or
his or her designee within the period described in Section VI.2 or Section VI.3.


 


VI.5         Establishment of Stock Unit Account.  The Company shall establish a Stock Unit
Account for each Participant. All Fees deferred pursuant to this Article VI
shall be credited to the Participant’s Stock Unit Account as of the Deferral
Date and converted to Stock Units. The number of Stock Units credited to a
Participant’s Stock Unit Account as of a Deferral Date shall equal the amount
of the deferred Fees divided by the Fair Market Value of a Share on such
Deferral Date, with fractional units calculated to three decimal places.
Fractional Stock Units shall be credited cumulatively, but any fractional Stock
Unit in a Participant’s Stock Unit 


 

















 


Account at the
time of a distribution under Article VII shall be converted into cash
equal to the Fair Market Value of a corresponding fractional Share on the date
of distribution.


 


VI.6         Crediting of Dividend Equivalents.  As of each dividend payment date with
respect to Shares, each Participant shall have credited to his or her Stock
Unit Account a dollar amount equal to the amount of cash dividends that would
have been paid on the number of Shares equal to the number of Stock Units
credited to the Participant’s Stock Unit Account as of the close of business on
the record date for such dividend. Such dollar amount shall then be converted
into a number of Stock Units equal to the number of whole and fractional Shares
that could have been purchased with such dollar amount at Fair Market Value on
the dividend payment date.


 


ARTICLE VII


 


SETTLEMENT OF
STOCK UNITS


 


VII.1        Timing and Form of Payment.  Subject to the provisions of Sections
VII.2 and VII.4 the following provisions of this Section VII.1, and the
other terms and conditions of the Plan, payment of a Participant’s Stock Unit
Account balance, shall be made (or shall begin to be distributed) to the
Participant as of the permitted payment dates described in (i) below and
in a permitted payment form as set forth in (ii) below, each as elected by
the Participant in his first Deferral Election under the Plan (or, with respect
to any Nonemployee Director who was a Participant in the Plan immediately prior
to the Effective Date, as elected in the Deferral Election on file with respect
to the Participant on December 31, 2008). 
A Participant’s election of a payment time and form shall apply with
respect to his or her entire Stock Unit Account.


 


(i)            A Participant shall receive or begin receiving a
distribution of his or her Stock Unit Account in the manner described in (ii) on
the first day of the first calendar quarter immediately following the date on
which the Participant incurs a Termination of Service, and if the Participant
has made an election to receive payment in annual installments, each subsequent
installment shall be paid on January 1 of each calendar year thereafter
commencing with the calendar year immediately following the calendar year in
which the first installment was paid.


 


(ii)           A Participant’s first Deferral Election filed under Article VI
(or, with respect to any Nonemployee Director who was a Participant in the Plan
immediately prior to the Effective Date, the Deferral Election on file with
respect to the Participant on December 31, 2008) shall specify whether the
Participant’s Stock Unit Account is to be settled by delivering to the
Participant the number of Shares equal to the number of whole Stock Units then
credited to the Participant’s Stock Unit Account, in either (A) a lump
sum, or (B) a series of annual installments over a period not to exceed 5
years.  With respect to annual installment
payments, the amount of each installment paid under this Section VII.1
will equal the result of dividing the Participant’s Stock Unit Account by the
number of installments remaining immediately before the payment. Any fractional Stock Unit credited
to a Participant’s Stock Unit Account at the time of a distribution shall be
paid in cash at the time of such distribution. If a Participant fails to elect
a payment form, payment shall be made in a lump sum.


 

















 


VII.2        Payment Upon Death of a Participant. If
a Participant dies before the entire balance of his or her Stock Unit Account
has been distributed, the balance of the Participant’s Stock Unit Account shall
be paid in cash, in a lump sum, as soon as administratively feasible (but not
more than 30 days) after the Participant’s death, to the beneficiary designated
by the Participant under Article IX.


 


VII.3        Continuation of Dividend Equivalents.  If payment of Stock Units is made in
annual installments pursuant to Section VII.1, the Participant’s Stock
Unit Account shall continue to be credited with dividend equivalents as
provided in Section VI.6 until the entire balance of the Participant’s
Stock Unit Account has been distributed.


 


VII.4        Special 409A Rules.  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
Termination of Service and if the Participant is then 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. 
In all cases, whether a Participant has incurred a Termination of
Service or other separation from service for purposes of the Plan shall be
determined in accordance with the requirements of section 409A of the Code
relating to separations from service by applying the applicable default provisions.


 


ARTICLE VIII


 


UNFUNDED STATUS


 


VIII.1      General. 
The interest of each Participant in any Fees deferred under the Plan
(and any Stock Units or Stock Unit Account relating thereto) shall be that of a
general creditor of the Company. Stock Unit Accounts, and Stock Units credited
thereto, shall at all times be maintained by the Company as bookkeeping entries
evidencing unfunded and unsecured general obligations of the Company. Except as
provided in Section VIII.2, no money or other assets shall be set aside
for any Participant.


 


VIII.2      Trust. 
To the extent determined by the Board, the Company may transfer
funds necessary to fund all or part of the payments under the Plan to a trust;
provided, the assets held in such trust shall remain at all times subject to
the claims of the general creditors of the Company. No participant or
beneficiary shall have any interest in the assets held in such trust or in the
general assets of the Company other than as a general, unsecured creditor.
Accordingly, the Company shall not grant a security interest in the assets held
by the trust in favor of any Participant, beneficiary or creditor.


 

















 


ARTICLE IX


 


DESIGNATION OF
BENEFICIARY


 


Each
Participant may designate, on a form provided by the Committee, one or more
beneficiaries to receive payment of the Participant’s Stock Unit Account in the
event of such Participants death. The Company may rely upon the beneficiary
designation list filed with the Committee, provided that such form was executed
by the Participant or his or her legal representative and filed with the
Committee prior to the Participant’s death. If a Participant has not designated
a beneficiary, or if the designated beneficiary is not surviving when a payment
is to be made to such person under the Plan, the beneficiary with respect to
such payment shall be the Participant’s surviving spouse, or if there is no
surviving spouse, the Participant’s estate.


 


ARTICLE X


 


ADJUSTMENT
PROVISIONS


 


In the event
any recapitalization, reorganization, merger, consolidation, spin-off
combination, repurchase, exchange of Shares or other securities of the Company,
stock split or reverse split, or similar corporate transaction or event affects
Shares such that an adjustment is determined by the Board or Committee to be
appropriate to prevent dilution or enlargement of Participants’ rights under the Plan, then the
Board or Committee shall, in a manner that is proportionate to the change to
the Shares and is otherwise equitable, adjust the number or kind of Shares to
be delivered upon settlement of Stock Unit Accounts under Article VII.


 


ARTICLE XI


 


GENERAL PROVISIONS


 


XI.1         No Stockholder Rights Conferred.  Nothing contained in the Plan will confer
upon any Participant or beneficiary any rights of a Stockholder of the Company,
unless and until Shares are in fact issued or transferred to such Participant
or beneficiary in accordance with Article VII.


 


XI.2         Changes to The Plan.  The Board may amend, alter, suspend,
discontinue, extend, or terminate the Plan, subject to the requirements of section
409A of the Code, without the consent of Stockholders or Participants;
provided, no action taken without the consent of an affected Participant may
materially impair the rights of such Participant with respect to any Stock
Units credited to his or her Stock Unit Account at the  time of such change or termination.


 


XI.3         Compliance With Laws and Obligations.  The Company will not be obligated to
issue or deliver Shares in connection with the Plan in a transaction subject to
the registration requirements of the Securities Act of 1933, as amended, or any
other federal or state securities law, any requirement under any listing
agreement between the Company and any national securities exchange or automated
quotation system or any other laws, regulations, or contractual obligations of
the Company, until the Company is satisfied that such laws, regulations and
other obligations of the Company have been complied with in full. Certificates
representing Shares 


 

















 


delivered
under the Plan will be subject to such restrictions as may be applicable under
such laws, regulations and other obligations of the Company.


 


XI.4         Limitations on Transferability.  Stock Units and any other right under the
Plan will not be transferable by descent and distribution (or to a designated
beneficiary in the event of a Participant’s death), Stock Units and other
rights under the Plan may not be pledged, mortgaged, hypothecated or otherwise
encumbered, and shall not be subject to the claims of creditors of any
Participant.


 


XI.5         Governing Law.  The validity, construction and effect of
the Plan and any agreement hereunder will be determined in accordance with (i) the
Delaware General Corporation Law, and (ii) to the extent applicable, other
laws (including those governing contracts) of the State of Illinois.


 


XI.6         Plan Termination.  Unless earlier terminated by action of
the Board, which termination shall be subject to the requirements of section
409A of the Code, the Plan will remain in effect until such time as no Shares
remain available for delivery under the Plan and the Company has no further
rights or obligations under the Plan.