Exhibit 10.2


 


United
Stationers Inc.

Executive Summary of Board of Directors Compensation

(approved as of 7/31/08 with an effective date of 9/1/08)


 


During
2008 the Board of Directors of United Stationers Inc., upon recommendation by
the Governance Committee, approved certain adjustments to the overall
compensation paid to Board members. Following is a summary of the forms and
levels of compensation to be provided to Directors from September 1, 2008.


 


	
  Director Compensation Component

  	
   

  	
  2008 Amount

  	
   

  	
  Comment

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Annual Retainer

  	
   

  	
  $60,000 annual rate

  	
   

  	
  Unchanged from 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Board Meeting Fees

  	
   

  	
   

  	
   

  	
   

  
	
  · In person

  	
   

  	
  $4,000 per meeting

  	
   

  	
  Unchanged from 2005

  
	
  · Telephonic

  	
   

  	
  $1,000 per meeting

  	
   

  	
  Unchanged from 2004.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Committee Meeting Fees

  	
   

  	
   

  	
   

  	
   

  
	
  · Held in connection
  with a Board meeting

  	
   

  	
   

  	
   

  	
   

  
	
  · Held by
  teleconference

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  —  Audit Committee
  Chairman

  	
   

  	
  $2,500 per meeting

  	
   

  	
  Unchanged from 2005

  
	
  — Other
  Committee Chairmen

  	
   

  	
  $2,000 per meeting

  	
   

  	
  Unchanged from 2006

  
	
  — Other
  non-employee members

  	
   

  	
  $500 per meeting

  	
   

  	
  Unchanged from 2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · In-person meeting not held in connection with a Board
  meeting

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  — Audit
  Committee Chairman

  	
   

  	
  $2,500

  	
   

  	
  Unchanged from 2005

  
	
  — Other
  Committee Chairmen

  	
   

  	
  $2,000 per meeting

  	
   

  	
  Unchanged from 2006

  
	
  — Other
  non-employee members

  	
   

  	
  $1,000 per meeting

  	
   

  	
  Unchanged from 2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deferred Compensation

  	
   

  	
  N/A

  	
   

  	
  Allows for deferrals of
  all or a portion (but not less than 50%) of the annual retainer and meeting
  fees into stock units. Such stock units are paid out after cessation of
  service as a Director.

  



 


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  Director Compensation Component

  	
   

  	
  2008 Amount

  	
   

  	
  Comment

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equity Compensation

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · Chairman of the
  Board

  	
   

  	
  Approximately $120,000

  	
   

  	
  Increased in 2008 from
  $100,000 to $120,000. 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Restricted stock to be
  granted on September 1, 2008 will be for the number of shares having an
  economic value of $120,000 based upon the closing price of the Company’s
  Common Stock on August 29, 2008. The restricted stock will vest in
  substantially equal installments over 3 years.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  · Other
  non-employee directors

  	
   

  	
  Approximately $110,000

  	
   

  	
  Increased in 2008 from
  $90,000 to $110,000. 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Restricted stock to be
  granted on September 1, 2008 will be for the number of shares having an
  economic value of $110,000 based upon the closing price of the Company’s
  Common Stock on August 29, 2008. The restricted stock will vest in
  substantially equal installments over 3 years.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Reimbursement

  	
   

  	
  Reasonable
  travel-related expenses

  	
   

  	
  Directors are
  reimbursed for reasonable travel-related expenses incurred in connection with
  their attendance at Board meetings, Committee meetings, and certain Company
  events. In addition, the Company encourages their periodic attendance at
  accredited “Directors’ Colleges” at Company expense.

  



 


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