Exhibit 10.4


 


UNITED
STATIONERS INC.


2004
LONG-TERM INCENTIVE PLAN


RESTRICTED
STOCK AWARD AGREEMENT


(Non-Employee
Directors)


 


«F11» «F10»


«F5» «F6»


«F3», «F8»  «F9»


 


Dear «F11»:


 


This Restricted Stock Award Agreement (this “Agreement”), dated as September 1,
200_, (the “Award Date”), is by and between «F11» «F10» (the “Participant”), and United
Stationers Inc., a Delaware corporation (the “Company”).  Any term capitalized but not defined in this
Agreement will have the meaning set forth in the Company’s 2004 Long-Term
Incentive Plan (the “Plan”).


 


In the exercise of its discretion to issue stock of the Company, the
Committee has determined that the Participant should receive a restricted stock
award, on the following terms and conditions:


 


1.                                       Grant.  The Company hereby grants to the Participant
a Restricted Stock Award (the “Award”) of [Number] shares of Stock (the “Restricted
Shares”).  The Award will be subject to
the terms and conditions of the Plan and this Agreement.  The Award constitutes the right, subject to
the terms and conditions of the Plan and this Agreement, to distribution of the
Restricted Shares.


 


2.                                       Stock
Certificates.  The Company will issue
certificates for, or cause its transfer agent to maintain a book entry account
reflecting the issuance of, the Restricted Shares in the Participant’s
name.  The Secretary of the Company, or
the Company’s transfer agent, will hold the certificates for the Restricted
Shares, or cause such Restricted Shares to be maintained as restricted shares
in a book entry account, until the Restricted Shares either vest or are
forfeited.  Any certificates that are
issued for Restricted Shares will bear a legend, and any book entry accounts
that are maintained therefor will have an appropriate notation, in accordance
with Section 6 hereof.  The
Participant’s right to receive the Award hereunder is contingent upon the
Participant’s execution and delivery to the Secretary of the Company of all
stock powers or other instruments of assignment (including a power of
attorney), each endorsed in blank with a guarantee of signature if deemed
necessary or appropriate by the Company, which would permit transfer to the
Company of all or a portion of the Restricted Shares in the event such
Restricted Shares are forfeited hi whole or in part The Company, or its
transfer agent, will distribute to the Participant (or, if applicable, the
Participant’s designated beneficiary or other appropriate recipient in
accordance with Section 5 


 

















 


hereof)
certificates evidencing ownership of vested Restricted Shares as and when
provided in Sections 4 and 5 hereof.


 


3.                                       Rights
as Stockholder.  On and after the
Award Date, and except to the extent provided in Section 9 hereof, the
Participant will be entitled to all of the rights of a stockholder with respect
to the Restricted Shares, including the right to vote the Restricted Shares,
the right to receive dividends and other distributions payable with respect to
the Restricted Shares, and the right to participate in any capital adjustment
applicable to all holders of Stock; provided, however, that a
distribution with respect to shares of Stock, other than any regular cash
dividend, will be deposited with the Company and will be subject to the same
restrictions as the Restricted Shares. If the Participant forfeits any rights
he or she may have under this Award in accordance with Section 4 hereof,
the Participant shall, on the day following the event of forfeiture, no longer
have any rights as a stockholder with respect to any and all Restricted Shares
not then vested and so forfeited, or any interest therein, and the Participant
shall no longer be entitled to receive dividends on or vote any such Restricted
Shares as of any record date occurring thereafter.


 


4.                                    Vesting; Effect of Date of Termination.  So
long as the Participant’s Date of Termination has not yet occurred, the
Participant’s Restricted Shares will vest in accordance with the following
schedule:


 


	
  Scheduled Vesting Date

  	
   

  	
  Percentage of Restricted Shares To Vest

  
	
  September 1, 20

  	
   

  	
  33 1/3%

  
	
  September 1, 20

  	
   

  	
  33 1/3%

  
	
  September 1, 20

  	
   

  	
  33 1/3%

  



 


If the Participant’s Date of Termination
occurs for any reason before any Scheduled Vesting Date, the Participant’s
Restricted Shares that are not yet vested immediately prior to such Date of
Termination will be forfeited on and after the Participant’s Date of
Termination, subject to the following:


 


(a)                                  If
the Participant’s Date of Termination occurs before a Scheduled Vesting Date by
reason of the Participant’s death or Permanent and Total Disability (as defined
below), a Pro Rata Portion of the then unvested Restricted Shares will become
vested as of the Participant’s Date of Termination.  As used herein, the “Pro Rata Portion” of the
then unvested Restricted Shares shall be determined by multiplying the number
of unvested Restricted Shares immediately prior to the Participant’s Date of
Termination by a fraction, the numerator of which shall be the number of whole
months elapsed between the most recent Scheduled Vesting Date prior to the Date
of Termination (or the Award Date, if no Scheduled Vesting Date has yet
occurred) and the Date of Termination, and the denominator of which shall be
the number of whole months between the most recent Scheduled Vesting Date prior
to the Date of Termination (or the Award Date, if no 


 

















 


Scheduled
Vesting Date has yet occurred) and the final Scheduled Vesting Date.


 


(b)                                 If
the Participant’s Date of Termination occurs before a Scheduled Vesting Date as
a result of the Participant having completed a term as a member of the Company’s
Board and not being re-elected to a succeeding term (for whatever reason,
including the Participant’s decision not to stand for re-election), and if on
the Date of Termination the Participant is at least 60 years old and has served
as a member of the Company’s Board for at least 6 years, then all of the
Restricted Shares that were not yet vested as of the Date of Termination will
become fully vested as of the Date of Termination.


 


(c)                                  If
a Change of Control occurs after the Award Date and prior to the Participant’s
Date of Termination, then all of the Restricted Shares that were not yet vested
immediately prior to the Change of Control will then become fully vested as of
the date of such Change of Control.


 


(d)                                 For
purposes of this Agreement, the term “Permanent and Total Disability” means the
Participant’s inability, due to illness, accident, injury, physical or mental
incapacity or other disability, effectively to carry out his duties and
obligations as a director of the Company or to participate effectively and
actively as a director of the Company for 90 consecutive days or shorter
periods aggregating at least 180 days (whether or not consecutive) during any
twelve-month period.


 


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


 


5.                                       Terms
and Conditions of Distribution.  The
Company, or its transfer agent, will distribute to the Participant certificates
for any portion of the Restricted Shares which becomes vested in accordance
with this Agreement as soon as practicable after the vesting thereof.  If the Participant dies before the Company
has distributed certificates for any vested portion of the Restricted Shares,
the Company will distribute certificates for that vested portion of the
Restricted Shares and, to the extent provided under Section 4 hereof, the
remaining balance of the Restricted Shares which become vested upon the
Participant’s death to the beneficiary designated by the Participant on a form
provided by the Company for this purpose. 
If the Participant failed to designate a beneficiary, the Company will
distribute certificates for such Restricted Shares in accordance with the
Participant’s will or, if the Participant did not have a will, in accordance
with the laws of descent and distribution,


 


The Participant may file a written election
with the Internal Revenue Service, within 30 days of the Award Date, electing
pursuant to Section 83(b) of the Code to be taxed currently on the
Fair Market Value of the Restricted Shares as of the 


 

















 


Award Date. 
The Participant acknowledges that it is his sole responsibility to
timely file an election under Section 83(b) of the Code.  If the Participant makes such election, he
shall promptly provide the Company with a copy. 
If the Participant does not make an election to be taxed currently under
Section 83(b), then at the time the Restricted Shares vest, the
Participant will be obligated to recognize ordinary income in an amount equal
to the Fair Market Value as of the date of vesting of the Restricted Shares
then vesting.


 


The Company will not be required to make any
distribution of any portion of the Restricted Shares under this Section 5 (i) before
the first date that such portion of the Restricted Shares may be distributed to
the Participant without penalty or forfeiture under federal or state laws or
regulations governing short swing trading of securities, or (ii) at any
other time when the Company or the Committee reasonably determines that such
distribution or any subsequent sale of the Restricted Shares would not be in
compliance with other applicable securities or other laws or regulations.  In determining whether a distribution would
result in any such penalty, forfeiture or noncompliance, the Company and the
Committee may rely upon information reasonably available to them or upon
representations of the Participant or the Participant’s legal or personal
representative.


 


6.                                       Legend
on Stock Certificates.  If one or
more certificates for all or any portion of the Restricted Shares are issued in
the Participant’s name under this Agreement before such Restricted Shares
become vested, the certificates shall bear the following legend, or any
alternate legend that counsel to the Company believes is necessary or
desirable, to facilitate compliance with applicable securities or other laws:


 


“The securities represented by this
Certificate are subject to certain restrictions on transfer specified in the
Restricted Stock Award Agreement dated as of [the Award Date] between the
issuer (the “Company”) and the holder named on this Certificate, and the
Company reserves the right to refuse the transfer of such securities, whether
voluntary, involuntary or by operation of law, until such conditions have been
fulfilled with respect to such transfer. 
A copy of such conditions shall be furnished by the Company to the
holder hereof upon written request and without charge.”


 


If any such Restricted Shares are not
represented by certificate(s) prior to their vesting, but are instead
maintained by the Company’s transfer agent in uncertificated form in a book
entry account, the account shall bear an appropriate notation to the effect
that the Restricted Shares included therein are subject to the restrictions of
this Agreement.  Whether maintained hi
certificated or uncertificated book entry form, the Company may instruct its
transfer agent to impose stop transfer instructions with respect to any such
unvested Restricted Shares.


 


The foregoing legend or notation and stop
transfer instructions will be removed from the certificates evidencing or
account maintained for all or any portion of the 


 

















 


Restricted Shares after the conditions set
forth in Sections 4 and 5 hereof have been satisfied as to such Restricted
Shares.


 


7.                                       Delivery
of Certificates.  Despite the
provisions of Sections 4 and 5 hereof, the Company is not required to issue or
deliver any certificates for Restricted Shares if at any time the Company
determines that the listing, registration or qualification of such Restricted
Shares upon any securities exchange or under any law, the consent or approval
of any governmental body or the taking of any other action is necessary or
desirable as a condition of, or in connection with, the delivery of the
Restricted Shares hereunder in compliance with all applicable laws and
regulations, unless such listing, registration, qualification, consent,
approval or other action has been effected or obtained, free of any conditions
not acceptable to the Company.


 


8.                                       No
Right to Continued Service.  Nothing
herein confers upon the Participant any right to continue in the service of the
Company or any Subsidiary.


 


9.                                       Nontransferabiliy.  Except as otherwise provided by the Committee
or as provided in Section 5, and except with respect to vested shares, the
Participant’s interests and rights in and under this Agreement may not be
assigned, transferred, exchanged, pledged or otherwise encumbered other than as
designated by the Participant by will or by the laws of descent and
distribution.  Distribution of Restricted
Shares will be made only to the Participant; or, if the Committee has been
provided with evidence acceptable to it that the Participant is legally incompetent,
the Participant’s personal representative; or, if the Participant is deceased,
to the designated beneficiary or other appropriate recipient in accordance with
Section 5 hereof.  The Committee may
require personal receipts or endorsements of a Participant’s personal
representative, designated beneficiary or alternate recipient provided for
herein, and the Committee shall extend to those individuals the rights
otherwise exercisable by the Participant with regard to any withholding tax
election in accordance with Section 5 hereof.  Any effort to otherwise assign or transfer
any Restricted Shares (before they are distributed) or any rights or interests
therein or thereto under this Agreement will be wholly ineffective, and will be
grounds for termination by the Committee of all rights and interests of the
Participant and his or her beneficiary in and under this Agreement.


 


10.                                 Administration
and Interpretation.  The Committee
has the authority to control and manage the operation and administration of the
Plan.  Any interpretations of the Plan by
the Committee and any decisions made by it under the Plan are final and binding
on the Participant and all other persons.


 


11.                                 Governing
Law.  This Agreement and the rights
and obligations hereunder shall be governed by and construed in accordance with
the laws of the state of Delaware, without regard to principles of conflicts of
law of Delaware or any other jurisdiction.


 

















 


12.                                 Sole
Agreement.  Notwithstanding anything
in this Agreement to the contrary, the terms of this Agreement shall be subject
to all of the terms and conditions of the Plan (as the same may be amended in
accordance with its terms), a copy of which may be obtained by the Participant
from the office of the Secretary of the Company.  In addition, this Agreement and the
Participant’s rights hereunder shall be subject to all interpretations,
determinations, guidelines, rules and regulations adopted or made by the
Committee from time to time pursuant to the Plan.  This Agreement is the entire agreement
between the parties to it with respect to the subject matter hereof, and
supersedes any and all prior oral and written discussions, commitments,
undertakings, representations or agreements (including, without limitation, any
terms of any employment offers, discussions or agreements between the parties),


 


13.                                 Binding
Effect.  This Agreement will be
binding upon and will inure to the benefit of the Company and the Participant
and, as and to the extent provided herein and under the Plan, their respective
heirs, executors, administrators, legal representatives, successors and
assigns,


 


14.                                 Amendment
and Waiver.  This Agreement may be
amended in accordance with the provisions of the Plan, and may otherwise be
amended by written agreement between the Company and the Participant without
the consent of any other person.  No
course of conduct or failure or delay in enforcing the provisions of this
Agreement will affect the validity, binding effect or enforceability of this
Agreement.


 


IN WITNESS WHEREOF, the Company has duly executed this Agreement as of
the Award Date.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  UNITED STATIONERS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Frederick B. Hegi, Jr.

  
	
   

  	
   

  	
  Chairman of the Board