Exhibit 10.5


 


UNITED STATIONERS INC.

2004 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT


(NON-EMPLOYEE DIRECTORS)


 


«F11» «F10»


«F5» «F6»


«F3», «F8»  «F9»


 


Dear «F11»:


 


This Restricted
Stock Unit Award Agreement (this “Agreement”), effective as of 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 grant awards under the Plan, the Committee determined that
the Participant should receive an award on the Award Date of either restricted
stock or restricted stock units under the Plan, and provided the Participant
with the opportunity to elect the form of award to be received.  Prior to the Award Date, the Participant
submitted to the Company a Deferral Election Agreement whereby the Participant
elected to receive an award in the form of restricted stock units, and to defer
the settlement of all such units until his separation from service as a
director of the Company.  This Agreement
is intended to effect the resulting award of restricted stock units on the
following terms and conditions:


 


1.                                       Grant.  The Company hereby grants to the Participant
a Restricted Stock Unit Award (the “Award”) of «F32»
restricted stock units, each representing the right to receive one share of the
Company’s Stock as provided in Section 5 of this Agreement.  The Award will be subject to the terms and
conditions of the Plan and this Agreement. 
Restricted stock units that are
subject to the terms and conditions of this Agreement are referred to as the “Units.”  The Company will establish a
bookkeeping account in the Participant’s name to reflect the number of Units
credited to the Participant.


 


2.                                       No
Rights as a Stockholder.  The Units
granted pursuant to this Award do not entitle the Participant to any rights of
a stockholder of the Company’s Stock. 
The Participant’s rights with respect to the Units shall remain
forfeitable at all times until satisfaction of the vesting conditions set forth
in Section 3 of this Agreement.


 

















 


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


 


	
  Scheduled Vesting Date

  	
   

  	
  Percentage of Total Units To Vest (cumulative)

  
	
  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 Units 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 Units will become vested as of
the Participant’s Date of Termination. 
As used herein, the “Pro Rata Portion” of the Units shall be determined
by multiplying the number of unvested Units 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 Units 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 Units 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.


 


(e)                                  For
purposes of this Agreement, a Date of Termination shall be deemed to have
occurred only if on such date the Participant has experienced a “separation
from service” as defined in the regulations promulgated under Section 409A of
the Code.


 


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


 


4.                                         Dividend
Equivalents.  If the Company pays
cash dividends on its Stock on or after the date of this Agreement, then the
Company shall credit to the Participant’s account, as of any dividend payment
date, a number of additional Units.  The
number of additional Units so credited will be equal to the total number of
Units previously credited to your account under this Award (including any Units
previously credited pursuant to this Section 4) multiplied by the per
share dollar amount of the cash dividend paid on that date, divided by the Fair
Market Value of a share of Company Stock on that date.  Any additional Units so credited shall be
subject to the same terms and conditions as the Units to which such additional
Units relate, and will be forfeited if the Units with respect to which such
additional Units were credited are forfeited.


 


5.                                         Settlement
of Units.  As soon as
administratively practicable after the Participant’s Date of Termination, but in no event more than 75 days after such Date
of Termination, the Company shall cause to be delivered to the Participant, or
to the Participant’s beneficiary or legal representative in the event of
Participant’s death, one share of Stock in payment, settlement and full
satisfaction of each vested Unit.  Such
shares shall be delivered (i) by delivering a stock certificate evidencing
such shares, (ii) by an appropriate entry on the books of the Company or a
duly authorized transfer agent of the Company, or (iii) if Participant
requests, by electronically transferring such shares to a brokerage account
designated by the Participant.  If the
number of vested Units at the time of settlement includes a fractional Unit,
the Company will issue a number of shares equal to the number of whole Units
and settle any fractional Unit in cash.


 


6.                                         Compliance
with Laws.  Despite the provisions of
Section 5 hereof, the Company is not required to issue or deliver any
shares of Stock if at any time the Company determines that the listing,
registration or qualification of such 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 issuance or delivery of the 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.


 


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


 


8.                                         Nontransferability.  Except as otherwise provided by the Committee
or as provided in Section 5, and except with respect to shares of Stock
issued in settlement of vested Units, 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. 
Issuance of shares of Stock in settlement of Units 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.  Any effort to otherwise assign or transfer
any Units 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.


 


9.                                         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.


 


10.                                   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.


 


11.                                   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).


 

















 


12.                                   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.


 


13.                                   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